exv10w63



 





Exhibit 10.63




Collaboration and Option Agreement




between




Amgen Inc.




and




Cytokinetics, Incorporated 




dated




December 29, 2006




 









 





Collaboration and Option Agreement




     This Collaboration and Option Agreement (this “Agreement”) is entered into as of the 29th
day of December, 2006 (the “Effective Date”) by and between Cytokinetics, Incorporated, a Delaware
corporation (“CK”) and Amgen Inc., a Delaware corporation (“Amgen”). CK and Amgen are sometimes
referred to herein, individually, as a “Party” or, collectively, as “Parties.”



     WHEREAS, CK is a leading biopharmaceutical company focused on the discovery, development and
commercialization of novel small molecule drugs that specifically target the cytoskeleton;



     WHEREAS, Amgen is a global biotechnology company that conducts pharmaceutical research,
development, manufacturing and commercialization;



     WHEREAS, CK has developed proprietary technologies and intellectual property relating to the
Collaboration (as defined below);



     WHEREAS, CK has conducted research into, and has developed expertise in, the cell biology
related to cardiac muscle contractility;



     WHEREAS, CK is developing CK-452 (as defined below) for the potential treatment of heart
failure;



     WHEREAS, CK intends to conduct the Research Program (as defined below) to develop back-up and
follow-on molecules to CK-452, and to better characterize the actin-myosin interaction in cardiac
muscle;



     WHEREAS, Amgen may wish to perform similar research in coordination with CK and the Research
Plan;



     WHEREAS, Amgen desires to obtain a non-exclusive license in the Field in the Territory to
certain of CK’s intellectual property and proprietary rights related to cardiac muscle
contractility;



     WHEREAS, Amgen desires to obtain an exclusive right to obtain an exclusive license in the
Field in the Territory (as defined below) to research, develop, manufacture and commercialize
CK-452 and other Compounds (as defined below); and



     WHEREAS, contemporaneous with the execution of this Agreement, the Parties are entering into a
stock purchase agreement whereby CK shall sell to Amgen equity securities of CK.



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     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, agree as follows:



1. Definitions





	1.1.	 	“Affiliate” shall mean any corporation or other entity which directly or indirectly
controls, is controlled by or is under common control with a Party, for so long as such
control exists. For the purposes of this Section 1.1, “control” shall mean: (i) in the case
of any corporate entity, direct or indirect ownership of fifty percent (50%) or more (or, if
less than fifty percent (50%), the maximum ownership interest permitted by applicable Law) of
the stock having the right to vote for the election of directors thereof; or (ii) in the case
of any non-corporate entity, direct or indirect ownership of fifty percent (50%) or more (or,
if less than fifty percent (50%), the maximum ownership interest permitted by applicable Law)
of the equity or income interest therein.






	1.2.	 	“Amgen Joint Patent Rights” shall mean Amgen’s (or its Affiliates’) interest in any and all
Patent Rights jointly owned by Amgen or its Affiliate, on the one hand, and CK or its
Affiliate, on the other, to the extent they claim: (i) the composition, formulation,
manufacture or use of Research Eligible Compounds; or (ii) any method of treatment involving
modulation of the contractile elements of cardiac muscle tissue to activate cardiac
contractility; in each case, that arise out of the performance of the Collaboration.
	 
	1.3.	 	“Alliance Manager” shall have the meaning set forth in Section 2.1.






	1.4.	 	“Amgen Patent Rights” shall mean any and all Patent Rights Controlled by Amgen or its
Affiliates on or after the Effective Date to the extent they claim: (i) the composition,
formulation, manufacture or use of Research Eligible Compounds; or (ii) any method of
treatment involving modulation of the contractile elements of cardiac muscle tissue to
activate cardiac contractility; in each case, that arise out of the performance of the
Collaboration.






	1.5.	 	“Amgen Option” shall mean Amgen’s exclusive option to obtain the license set forth in Section
9.1.2 on the terms and conditions set forth herein, as more fully described in Article 10
below, and other rights as expressly set forth herein.






	1.6.	 	“Change of Control” shall mean, with respect to a Party, the occurrence of any of the
following events: (i) any corporation or other person or entity is or becomes the “beneficial
owner” (as such term is used in sections 12(d) and 13(d) of the Securities Exchange Act of
1934, as amended, except that a corporation or other entity shall be deemed to have
“beneficial ownership” of all shares that any such corporation or other entity has the right
to acquire, whether such right may be exercised immediately or only after the passage of
time), of a majority of the total voting power represented by all classes of capital stock
then outstanding of such Party normally entitled to vote in elections of directors of the
Party; (ii) such Party consolidates with or merges into another corporation or entity, or any
corporation or




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	 	 	entity consolidates with or merges into such Party, other than: (A) a merger or
consolidation which would result in the voting securities of such Party outstanding
immediately prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) a majority of the combined voting power of the voting
securities of such Party or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation; or (B) a merger or consolidation effected
to implement a recapitalization of such Party (or similar transaction) in which no
corporation or other person or entity becomes the beneficial owner, directly or
indirectly, of voting securities of such Party representing a majority of the combined
voting power of such Party’s then outstanding securities; and (iii) such Party conveys,
transfers or leases all or substantially all of its assets to any corporation or other
entity other than a wholly-owned subsidiary of such Party in one or more related
transactions.
	 
	1.7.	 	“[***] Compound” shall mean a Compound that is: (i) [***] pursuant to the [***], or is [***],
for [***] (e.g., [***] or [***]) [***], [***] or [***]; or (ii) [***] at the relevant time,
subsequent to the Amgen Option Effective Date, [***] Compound.
	 
	1.8.	 	“CK-[***]” shall mean the Compound designated by CK as CK-[***].
	 
	1.9.	 	“CK-452” shall mean the Compound designated by CK as CK-1827452, and the subject of clinical
development by CK as of the Effective Date pursuant to IND number [***].
	 
	1.10.	 	“CK Intellectual Property” shall mean all intellectual property or proprietary rights
Controlled by CK or its Affiliates on or after the Effective Date and necessary or useful in
the conduct of the Collaboration, and CK’s (or its Affiliates’) interest in any such
intellectual property or proprietary right jointly owned by Amgen or its Affiliate, on the one
hand, and CK or its Affiliate on the other. The CK Intellectual Property includes the CK
Patent Rights.
	 
	1.11.	 	“CK Joint Patent Rights” shall mean CK’s (or its Affiliates’) interest in any Patent Rights
jointly owned by Amgen or its Affiliate, on the one hand, and CK or its Affiliate on the
other.
	 
	1.12.	 	“CK Market Segment” shall mean: (i) [***], (ii) [***] and (iii) [***].
	 
	1.13.	 	“CK Patent Rights” shall mean: (i) any and all Patent Rights Controlled by CK or its
Affiliates on or after the Effective Date in the Territory to the extent they claim (x) the
composition, formulation, manufacture or use of a Compound; or (y) any method of treatment
involving modulation of the contractile elements of cardiac muscle tissue to activate cardiac
contractility, including, without limitation, those set forth on Schedule 1.13; and (ii) the
CK Joint Patent Rights.





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	1.14.	 	“Clinical Trial” shall mean a Phase I Trial, Phase IIa Trial, Phase IIb Trial or
Phase III Trial.






	1.15.	 	“Co-Chair” shall mean a co-chairperson of the applicable Committee appointed by one of the
Parties pursuant to Article 2.






	1.16.	 	“Co-Invest Option” shall mean CK’s option to increase its participation with respect to a
Compound, and to increase its potential royalties for that Compound and to co-promote that
Compound, as detailed more fully in Article 11.






	1.17.	 	“Collaboration” shall mean the activities undertaken hereunder by the Parties, including the
research, development, manufacture and commercialization of Compounds.






	1.18.	 	“Collaboration Patent Rights” shall mean the Joint Patent Rights, Amgen Patent Rights and CK
Patent Rights.






	1.19.	 	“Commercialization Plan” shall mean the plan adopted by the JCC in accordance with Section
2.13.3 for commercialization of Compounds, including a budget for the work to be provided
therein.






	1.20.	 	“Committee” shall mean one of the Joint Steering Committee, Joint Commercialization
Committee, Joint Development Committee and Joint Research Committee.






	1.21.	 	“Compound” shall mean any chemical or molecular entity, however formulated, that [***] and
that, as a [***] of such Compound (as [***]), [***] and shall include any [***]. Compound
shall include, inter alia, CK-452 and CK-[***].






	1.22.	 	“Compound Criteria” shall mean: (i) those criteria set forth in Exhibit 1.22, and (ii) such
other or modified criteria as are approved by the JRC and agreed in writing by the Parties.
No criteria shall be deemed Compound Criteria under (ii) unless such criteria are formally
approved by the JRC and agreed in writing by the Parties, regardless of whether such criteria
are used informally or discussed by the Parties in the course of the Research Program.






	1.23.	 	“Control” with respect to any intellectual property or proprietary right shall mean
ownership or the possession of the legal authority or right of a Party hereto (or any of its
Affiliates) to grant a license or sublicense of such property or right to the other Party, or
to otherwise disclose proprietary or trade secret information to the other Party, without
breaching the terms of any agreement with a Third Party, or misappropriating the intellectual
property or proprietary right or trade secret information of a Third Party.





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	1.24.	 	“[***]” shall mean any of the following [***]: (i) any [***] with respect to the
[***] of any Compound in [***] including a [***] concerning whether or not to [***] of any
Compound; (ii) the [***] of [***] of a Compound; (iii) [***] for a Compound; (iv) [***] a
Compound; or (v) [***] (which are expected to [***]).






	1.25.	 	“Development Plan” shall mean the plan adopted by the JDC in accordance with Section 2.12
for the conduct of the Development Program, including, from and after the Amgen Option
Effective Date, a budget for the work to be provided therein. The initial Development Plan
(consisting of a detailed [***] development plan for CK-452 and summary plans for [***] for
CK-452 for the [***] following the Effective Date is attached hereto as Schedule 1.25).






	1.26.	 	“Development Program” shall mean the program of pharmaceutical development for the Compounds
in the Field in the Territory to be carried out pursuant to this Agreement and, in particular,
Article 4 hereof. The Development Program shall, prior to the Amgen Option Effective Date,
include the activities set forth on Schedule 10.2.1 and shall include activities reasonably
intended to provide the data called for in such schedule.






	1.27.	 	“E.U. Marketing Approval” shall mean a Marketing Approval sufficient for the promotion and
sale of a product in [***] of the following: [***].






	1.28.	 	“Extended Research Term” shall mean the period commencing on the second anniversary of the
Effective Date until the earlier of (i) the expiration of the Amgen Option; (ii) termination
of this Agreement, or (iii) the Amgen Option Effective Date.






	1.29.	 	“FDA” shall mean the United States Food and Drug Administration, or any successor entity
thereto.






	1.30.	 	“Field” shall mean any and all uses for the treatment, diagnosis, prevention or prophylaxis
of any disease or condition in humans.






	1.31.	 	“First Commercial Sale” shall mean the first sale in the Territory to a Third Party of a
Compound by or under the authority of Amgen or its Affiliate after receipt of the applicable
Marketing Approval.






	1.32.	 	“FTE” shall mean the equivalent of the work of one employee full time for one year
(consisting of at least a total of 45.5 weeks or 1,820 hours per year (excluding vacations and
holidays) of work on or directly related to the Collaboration). Overtime, weekends, holidays
and the like shall not be counted with any multiplier (e.g. time-and-a-half or double time)
toward the number of hours that are used to calculate the FTE contribution. No one person
shall be permitted to account for more than one FTE in a given twelve month period.





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	1.33.	 	“[***] Co-Invest” shall mean, with respect to a particular Compound, for CK to exercise its
Co-Invest Option [***] for such Compound.






	1.34.	 	“GAAP” shall mean then-current generally accepted accounting principles in the United States
as established by the Financial Accounting Standards Board or any successor entity or other
entity generally recognized as having the right to establish such principles, in each case
consistently applied.






	1.35.	 	“Global Registration Dossier” shall mean, with respect to a particular Compound being
developed under the Collaboration, the collective data package from clinical and other studies
specifically applicable to obtaining, maintaining and expanding regulatory approvals for such
Compound throughout the United States and European Union, excluding country-specific
requirements.






	1.36.	 	“GLP Toxicology Studies” shall mean, with respect to a Compound, the animal toxicology
studies conducted in accordance with cGLP that are a necessary prerequisite for and intended
to support the filing of an IND for such Compound in the United States.






	1.37.	 	“IND” shall mean, with respect to the United States, an investigational new drug application
filed with the FDA as more fully defined in 21 C.F.R. §312.3 or, with respect to a
jurisdiction other than the United States, an equivalent filing with the applicable Regulatory
Authority for purposes of obtaining permission to Initiate human clinical testing in such
jurisdiction.







	1.38.	 	“Initial Research Plan” shall mean the plan attached as Exhibit 1.38 hereto.







	1.39.	 	“Initial Research Term” shall mean the period from the Effective Date until the sooner to
occur of: (i) the two (2) year anniversary thereof; and (ii) the Amgen Option Effective Date.






	1.40.	 	“Initiation” of a clinical trial or to “Initiate” a clinical trial shall mean the first
dosing of a human subject in such trial.






	1.41.	 	“Joint Commercialization Committee” or “JCC” shall mean the committee formed by the Parties
pursuant to Section 2.13 to oversee the commercialization activities to be conducted with
respect to Compounds in the Field in the Territory hereunder.






	1.42.	 	“Joint Development Committee” or “JDC” shall mean the committee formed by the Parties
pursuant to Section 2.12 to oversee the Development Program in the Field in the Territory
hereunder.






	1.43.	 	“Joint Patent Rights” shall mean the Amgen Joint Patent Rights and the CK Joint Patent
Rights.






	1.44.	 	“Joint Research Committee” or “JRC” shall mean the committee formed by the Parties pursuant
to Section 2.11 to oversee the Research Program to be conducted in the Field in the Territory
hereunder.





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	1.45.	 	“Law” shall mean, individually and collectively, any and all laws, ordinances, rules,
directives and regulations of any kind whatsoever of any governmental or Regulatory Authority
within the applicable jurisdiction.
	 
	1.46.	 	[Intentionally omitted.]






	1.47.	 	“Marketing Approval” shall mean with respect to any Compound in any regulatory jurisdiction
in the Territory, approval from the applicable Regulatory Authority sufficient for the
promotion and sale of the Compound in such jurisdiction in accordance with applicable Laws.






	1.48.	 	“Net Sales” shall mean with respect to a given period, the [***] during such period, less
[***]:






	1.48.1.	 	[***];
	 
	1.48.2.	 	[***];
	 
	1.48.3.	 	[***];
	 
	1.48.4.	 	[***];
	 
	1.48.5.	 	[***];
	 
	1.48.6.	 	[***]; and
	 
	1.48.7.	 	[***];






in each case, as applicable to sales of such Compound: (i) [***] the Territory; or (ii)
[***] (a) [***] of this Agreement, or (b) [***] the Territory.




	1.49.	 	“[***] Compound” shall mean any Compound that is: (i) [***] pursuant to the [***], or is
[***], for [***], [***] or [***]; or (ii) [***] at the relevant time, subsequent to the Amgen
Option Effective Date, to be [***] other than [***] (e.g., [***] or [***]) [***], [***] or
[***] and which is being so [***]. Every Compound shall be a [***] Compound [***].






	1.50.	 	“Patent Right” shall mean any of the following, whether existing now or in the future
anywhere in the Territory: (i) any issued patent, including without limitation inventor’s
certificates, utility model, substitutions, extensions, confirmations, reissues,
re-examination, renewal or any like governmental grant for protection of inventions; and (ii)
any pending application for any of the foregoing, including




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without limitation any continuation, divisional, substitution, additions,
continuations-in-part, provisional and converted provisional applications.




	1.51.	 	“Phase I Trial,” “Phase IIa Trial,” “Phase IIb Trial” and “Phase III Trial” shall have the
following meanings:
	 
	1.51.1.	 	“Phase I Trial” shall mean, with respect to the United States, any human clinical trial,
the principal purpose of which is preliminary determination of safety in healthy individuals
or patients as described under 21 C.F.R. §312.21(a), or, with respect to a jurisdiction other
than the United States, a similar clinical study.
	 
	1.51.2.	 	“Phase IIa Trial” shall mean, with respect to the United States, any human clinical trial
conducted in patients with the disease or condition of interest for the purpose of studying
the pharmacokinetic or pharmacodynamic properties and preliminary assessment of safety of the
drug being studied over a measured dose response range as described under 21 C.F.R.
§312.21(b), or, with respect to a jurisdiction other than the United States, a similar
clinical study.
	 
	1.51.3.	 	“Phase IIb Trial” shall mean, with respect to the United States, any human clinical trial
conducted in the specific patient population with the disease or condition of interest
intended to be studied in Phase III for the purposes of preliminary assessment of safety and
efficacy, and selection of the dose regimen(s) to be studied in a Phase III Trial, as
described under 21 C.F.R. §312.21(b), and that if the defined end-points are met, is
sufficient to allow the Initiation of a Phase III Trial, or, with respect to a jurisdiction
other than the United States, a similar clinical study.
	 
	1.51.4.	 	“Phase III Trial” shall mean, with respect to the United States, any human clinical trial,
that, if the defined end-points are met, is intended to be a pivotal trial for obtaining
Marketing Approval or to otherwise establish safety and efficacy in patients with the
indication being studied for purposes of filing for Marketing Approval with the FDA as
described under 21 C.F.R. §312.21(c), or, with respect to a jurisdiction other than the United
States, a similar clinical study.
	 
	1.52.	 	“Plan” shall mean the Research Plan, Development Plan, or Commercialization Plan.
	 
	1.53.	 	“Program” shall mean the program to research, develop, manufacture and commercialize
Compounds as set forth herein and in the Plans.
	 
	1.54.	 	“[***]” shall mean that certain technology Controlled by CK or its Affiliates and known
internally at CK as “[***]”, consisting of a [***] of [***] technologies to interrogate the
potential of [***] to yield [***] that [***].
	 
	1.55.	 	“[***]” shall mean, with respect to a Party, the [***] by or on behalf of such Party of
[***] of [***], [***] and [***] to discover, research, develop, manufacture and commercialize
(as applicable) a Compound [***] in pursuing the discovery, research, development, manufacture
and commercialization of





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[***] of [***] of [***] and [***], but in no event less than [***] and [***] to [***] of
[***] of [***] and [***]. For clarity, it is understood that [***] shall be evaluated as
to the [***] as a [***] based on [***] and may change over time, but shall not take into
account: (i) any [***]; (ii) the [***] such Party to the other Party pursuant to this
Agreement; or (iii) such Party’s [***] hereunder in accordance with the [***].




	1.56.	 	“Regulatory Authority” shall mean any federal, national, multinational, state, provincial or
local regulatory agency, department, bureau or other governmental entity with authority over
the research, development, manufacture, commercialization or other use (including the granting
of Marketing Approvals) of any Compound in any jurisdiction, including the FDA and European
Medicines Evaluation Agency.






	1.57.	 	“Research Eligible Compounds” shall mean Compounds: (i) determined by the JRC to [***]; and
(ii) if such Compound is [***] by [***] for [***] in the Collaboration, that [***] for
research hereunder.






	1.58.	 	“Research Plan” shall mean the research plan established in accordance with Section 2.11 for
the conduct of the Research Program, which shall include, from and after the Amgen Option
Effective Date, a budget for the work to be provided therein. The Initial Research Plan shall
consist of the plan established by [***] (as of the Effective Date) for [***] to the research
of Compounds (and [***] Third Parties), and is attached as Exhibit 1.58 hereto.






	1.59.	 	“Research Program” shall mean the program of research to be carried out pursuant to this
Agreement and, in particular, Article 3 hereof.






	1.60.	 	“Royalty Term” shall mean, with respect to a Compound, on a country-by-country basis, that
period from the First Commercial Sale of such Compound following Marketing Approval in such
country until the [***]: (i) the [***]; and (ii) such time as the [***].






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	1.61.	 	“[***]” shall mean [***] of the activities and [***], each as described in [***].






	1.62.	 	“Share Purchase Agreement” shall mean that certain Common Stock Purchase Agreement entered
into by the Parties of even date herewith, whereby CK shall sell, and Amgen shall purchase,
common stock of CK.
	 
	1.63.	 	“Territory” shall mean the world, with the exception of Japan.






	1.64.	 	“Third Party” shall mean any person or entity other than one of the Parties, or an Affiliate
of a Party.






	1.65.	 	“United States” or “U.S.” shall mean the United States of America, its possessions,
protectorates, territories and Puerto Rico.






	1.66.	 	“Valid Claim” shall mean a claim of an issued and unexpired patent or patent application
included in the Collaboration Patent Rights, which claim has not been revoked or held invalid
or unenforceable by a court or other government agency of competent jurisdiction and has not
been held or admitted to be invalid or unenforceable through re-examination or disclaimer,
reissue, opposition procedure, nullity suit or otherwise. [***] if a [***] within the CK
Patent Rights, CK Joint Patent Rights, Amgen Patent Rights or Amgen Joint Patent Rights [***]
from which such [***] of this Agreement [***] (from and after which [***] subject to the
[***]). With respect to a [***], the phrase to “infringe a Valid Claim” shall mean to engage
in activity that would infringe such claim if it were contained in an issued patent.






	1.67.	 	Additional Definitions. Each of the following capitalized terms shall have the meanings
set forth in the corresponding Sections of this Agreement indicated in the table below:





	 	 	 
	Definition	 	Section
	“Acquired Party”
	 	18.7
	“Acquiror”
	 	18.7
	“Agreement”
	 	Preamble
	“Alliance Manager”
	 	2.1
	“Amgen”
	 	Preamble
	“Amgen Controlled Territories”
	 	9.4
	“[ *** ]”
	 	10.2.1.
	“Amgen Indemnitees”
	 	17.1
	“Amgen Option Effective Date”
	 	19.1.1
	“[ *** ]”
	 	8.8
	“Breach Notice”
	 	18.5
	“Bundle”
	 	13.4.3.2
	“CK Indemnitees”
	 	17.1
	“CK Option Notice Date”
	 	11.1





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	Definition	 	Section
	“CK Product Opportunity”
	 	4.6.1.3
	“CK”
	 	Preamble
	“Claims”
	 	17.1
	“Commercial Operating Team”
	 	5.2
	“[ *** ]”
	 	2.9
	“Confidential Information”
	 	14.1
	“[ *** ]”
	 	10.2.1
	“CREATE Act”
	 	8.7
	“Defending Party”
	 	8.8
	“Development Plan”
	 	4.1
	“Development Project Team”
	 	4.2
	“[ *** ]”
	 	2.9
	“DOJ”
	 	19.1.5.1
	“[ *** ] Milestones”
	 	13.3.2
	“Effective Date”
	 	Preamble
	“Federal Court”
	 	21.11
	“FTC”
	 	19.1.5.2
	“Governmental Authority”
	 	19.1.5.3
	“Guiding Principles”
	 	2.3
	“HSR Act”
	 	19.1.5.4
	“HSR Clearance Date”
	 	19.1.5.5
	“Indemnified Party”
	 	17.2
	“Indemnifying Party”
	 	17.2
	“[ *** ] Compound”
	 	9.2.3
	“[ *** ]”
	 	13.7
	“Joint Steering Committee” or “JSC”
	 	2.10.1
	“[ *** ]”
	 	8.8
	“Losses”
	 	17.1
	“Maintenance Period”
	 	10.5
	“New Affiliates”
	 	2.9
	“No Adequate Remedies”
	 	18.5
	“Notifying Party”
	 	2.9
	“Party” or “Parties”
	 	Preamble
	“Patent Subcommittee”
	 	8.2
	“Paying Party”
	 	13.15.2
	“Prior Agreement”
	 	14.3
	“Publishing Party”
	 	14.4
	“[ *** ] Notice”
	 	10.2.4
	“Recoveries”
	 	8.11
	“Research Term”
	 	3.3
	“Reviewing Party”
	 	14.4
	“Security Agreement”
	 	20





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	Definition	 	Section
	“SPCs”
	 	8.14
	“State Court”
	 	21.11
	“Subcommittee”
	 	2.14
	“Subject Transaction”
	 	2.9
	“Taxes”
	 	13.15.1
	“Term”
	 	18.1
	“VAT”
	 	13.15.1
	“Wind-Down Period”
	 	18.3.2






2. Governance and Oversight





	2.1.	 	Alliance Manager. Each Party will appoint one senior representative who
possesses a general understanding of clinical, regulatory, manufacturing and marketing issues
to act as its respective alliance manager under the Collaboration (each, an “Alliance
Manager”). Promptly following the Effective Date, each Party will notify the other Party of
the name and contact information of its initial Alliance Manager. Either Party may replace
its Alliance Manager at any time upon written notice to the other Party. Either Alliance
Manager may designate a substitute to temporarily perform the functions of that Alliance
Manager. Each Alliance Manager shall be charged with creating and maintaining a collaborative
work environment within and among the Committees. Each Alliance Manager will also be
responsible for: (i)
coordinating the relevant functional representatives of the Parties, in developing and
executing Plans; and (ii) providing a single point of communication for seeking consensus
both internally within the respective Party’s organizations and together regarding key
elements of each Plan. The Alliance Managers shall be entitled to attend meetings of any
Committee, but shall not have, or be deemed to have, any rights or responsibilities of a
member of any Committee. Each Alliance Manager may bring any matter to the attention of
any Committee where such Alliance Manager reasonably believes that such matter requires
such attention.






	2.2.	 	Plans. The timing to establish all Plans (and associated budgets) shall be
consistent with the internal requirements for each Party’s planning and budgeting cycles and
shall be finalized no later than [***] of each year (subject to change based on changes to the
Party’s planning periods). Each Plan shall be updated at least annually and provide for [***]
([***]) [***] of detailed activities with [***] ([***]) [***] of general guidance; provided
that the existing Plan shall continue to govern until updated by the applicable Committee.





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	2.3.	 	Guiding Principles. Each Party shall make its decisions and conduct its obligations
under the Collaboration in a manner in its good faith determination to be consistent with and
in accordance with the “Guiding Principles” set forth in Exhibit 2.3 (the “Guiding
Principles”), consistent with its obligations pursuant to Section 2.4.






	2.4.	 	Conduct of the Collaboration. Subject to the terms and conditions of this Agreement:
(i) prior to the Amgen Option Effective Date, [***] to conduct the Research Program and the
Development Program; and (ii) subsequent to the Amgen Option Effective Date, [***] to
research, develop, manufacture and commercialize Compounds in the Territory in the Field in
accordance with this Agreement (subject to Section [***] hereof). Amgen shall have no
obligation pursuant to this Section unless and until the occurrence of the Amgen Option
Effective Date.






	2.5.	 	Activities in Competition with the Collaboration. Except as otherwise provided in
Section 2.9, and Section 18.8.4, other than through the Collaboration in accordance with the
Plans, neither Party nor its Affiliates shall research, develop, manufacture or commercialize
Compounds, itself or through a Third Party, in the Territory during the term of this
Agreement, except as the Parties otherwise expressly agree in writing.






	2.6.	 	[***] Activities. Notwithstanding Section 2.5, [***] shall have the right to
[***] the Territory and to [***] Compounds (or [***] Compounds), in each case solely for the
purpose of supporting the [***] the Territory, subject to [***], as to: (i) the [***] and;
(ii) the [***] Compounds ([***]).






	2.7.	 	Other. There shall be no restriction under this Agreement on either Party’s
research, development or commercialization activities, except as expressly set forth herein.
Accordingly, subject to the confidentiality obligations set forth in Article 14, nothing
herein shall prevent either Party from using generally applicable information or technology
generated in the performance of the Collaboration for internal research as follows: (i) for
general technology development purposes, including the discovery, research and development of
assay, informatics or other technologies, in each case with general applicability, (ii) to
inform structure activity relationships (SAR) for chemical or molecular entities in other
programs, [***] to limit the possibility of chemistry overlap with Compounds in the
Collaboration or otherwise, or (iii) to generate specificity data, including negative controls
and information with respect thereto, in each case of (i) – (iii) outside the Collaboration.






	2.8.	 	Acknowledgement. Each of the Parties acknowledges that the other Party has ongoing
research, development and/or commercialization activities and, except as expressly set forth
herein, such activities are outside the scope of this Agreement and the Collaboration and such
activities are not prohibited by Section 2.5.





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	2.9.	 	Post-Effective Date Affiliates. In the event that either Party enters into any
transaction (a “Subject Transaction”) after the Effective Date with a Third Party whereby a
Third Party becomes an Affiliate of such Party and such Third Party is [***] (a “[***]”), then
such Party (the “Notifying Party”) shall provide notice to the other Party, within [***]
([***]) [***] of the closing of the Subject Transaction, specifying the identity of the
Affiliate and describing in reasonable detail, to the extent permitted by Law and without
disclosing any proprietary information, [***] and [***]. Any Third Party that so becomes an
Affiliate of the Notifying Party by reason of the Subject Transaction are referred to below,
collectively, as the “New Affiliates”. Such notice shall include a notification as to whether
the Notifying Party intends to: (i) [***], in which case, where CK is the Notifying Party
[***] or, in the case where Amgen is the Notifying Party, the [***] hereunder, and in each
case any [***] (to the extent [***] hereunder; (ii) [***], in which case the Notifying Party
shall [***] (including [***] (and vice-versa), and [***] and vice-versa) and use [***] to
[***]. In the foregoing case, the Notifying Party and its Affiliates shall [***] to [***]
either Party’s efforts under the Collaboration [***]; (iii) [***], in which case the Notifying
Party shall [***] within [***] ([***]) [***] of the closing of the Subject Transaction, during
which period the Notifying Party shall [***] (including [***] (and vice-versa), and [***] and
vice-versa); in the foregoing case, the Notifying Party and its Affiliates shall [***] to
[***] either Party’s efforts under the Collaboration [***]. Notwithstanding the foregoing,
(x) where such Subject Transaction is undertaken by Amgen, Amgen may [***], effective [***]
([***]) [***] after provision of such notice; or (y) where such Subject Transaction is
undertaken by CK, CK may [***], effective [***] ([***]) [***] after provision of such notice.
In the event such Party selects option (ii) and, despite the Notifying Party’s [***], [***] to
[***] such [***] within [***] of




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	 	 	the closing of the Subject Transaction, then such Party shall be deemed to have [***],
effective as of such [***]. In the case of [***], Section [***] shall not apply to the
[***] by the New Affiliate and the [***], provided, however that the Party that entered
into the Subject Transaction shall not utilize [***] to benefit the [***]. For purposes of
this Section 2.9, “[***]” shall mean, with respect to any [***] the [***] ([***]) or [***]
of [***] or a [***] (in which case the above provisions shall apply to the [***]) of the
[***], including [***] thereto, to [***], without the [***] (other than [***]) [***] by the
Notifying Party in such [***].






	2.10.	 	Joint Steering Committee.
	 
	2.10.1.	 	Membership. The Collaboration shall be overseen by a joint steering committee (the “Joint
Steering Committee” or “JSC”) consisting of the [***] or the [***] of Amgen and the [***] of
Cytokinetics. The initial members are set forth on Schedule 2.10.1.






	2.10.2.	 	Decision Making. The JSC shall decide issues by [***], provided, that, after the Amgen
Option Effective Date, in the event [***].






	2.10.3.	 	Responsibilities. The JSC shall be responsible for: (i) [***] to the Collaboration; (ii)
providing a [***]; (iii) [***] of the Compounds in accordance with the [***]; (iv) [***], and
(v) undertaking and/or approving such other matters as are specifically provided for the JSC
under this Agreement.






	2.10.4.	 	Meetings. The JSC shall meet annually, or more frequently as the members thereof may
agree, in person or via telephone or videoconference, to discuss the progress of the
Collaboration as a whole, and any issue with respect to the Collaboration as desired by either
member thereof. Other than the members thereof, no personnel of any Party and no Third Party
shall be entitled to attend such meetings without the JSC’s consent.
	 
	2.11.	 	Joint Research Committee.






	2.11.1.	 	Membership. The JRC shall be established as soon as practical subsequent to the Effective
Date and shall be comprised of three (3) members appointed by CK and three (3) members
appointed by Amgen, or such other equal number of members appointed by each of the Parties as
the Parties may agree. All members appointed by each of the Parties shall be [***]. The
initial appointees for the




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	 	 	JRC are set forth on Schedule 2.11.1. In addition, each Party’s Co-Chair shall be a [***].
Each Party shall appoint one of the members appointed by it as a Co-Chair. At least one
member appointed by each Party shall have the breadth of responsibilities necessary to
assert decision-making authority and oversight such that the JRC may make the appropriate
decisions within the scope of its responsibility.
	 
	2.11.2.	 	Decision Making. Decisions of the JRC shall be made by [***] of the members present in
person or by other means (e.g., teleconference) at any meeting, with [***] and the Parties
shall endeavor in good faith to [***] with respect to matters appropriately before the JRC.
In order to make any decision the JRC must have present (in person or telephonically) at least
one representative of each Party.
	 
	2.11.3.	 	Initial Meeting. Promptly after January 1, 2007, the JRC shall meet to discuss and review
the Initial Research Plan and determine appropriate modifications thereto including the [***]
hereunder consistent with the objectives for research hereunder set forth in the Initial
Research Plan. The JRC shall endeavor to [***] and [***]. For clarity, unless the Parties
otherwise agree, all such activities performed by a Party shall be at such Party’s expense.
As of the Effective Date, the Parties anticipate that the JRC will [***]. In the event that
the Research Plan [***], the [***] of the Research Plan may be [***].
	 
	2.11.4.	 	Responsibilities. The JRC shall be responsible for: (i) deciding and establishing the
objectives and direction for the Research Program; (ii) modifying and updating the Research
Plan, and adopting an annual detailed Research Plan for the upcoming year, including for the
Extended Research Term and including [***]; (iii) reviewing, discussing and updating the
[***]; (iv) reviewing and monitoring the [***]; (v) communicating with the [***] of Compounds;
(vi) providing such information as requested by [***] activities with respect thereto; (vii)
[***]; (viii) undertaking and/or approving such other matters as are specifically provided for
the JRC under this Agreement; (ix) otherwise providing a forum for the exchange of scientific
information among the scientists participating in the Research Program; and (x) communicating
to the Parties regarding all of the foregoing.
	 
	2.11.5.	 	Meetings. The JRC shall meet quarterly during each year in person or as otherwise agreed
by the Parties. Any in-person meetings shall be held on an alternating basis between CK’s and
Amgen’s facilities, unless otherwise agreed by the Parties. Each Party shall be responsible
for its own expenses relating to such meetings. As




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	 	 	appropriate, other employee representatives of the Parties may attend JRC meetings as
nonvoting observers, 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 [***] ([***]) [***] notice to the Co-Chair
appointed by the other Party. At its meetings, the JRC shall discuss the progress of the
Parties in executing the Research Program and any other matters pertaining to the Research
Program.
	 
	2.11.6.	 	Reporting. Each Party shall keep the JRC fully and promptly informed of progress and
results of research activities for which it is responsible or which it is permitted to conduct
under the Collaboration through its members on the JRC and as otherwise provided herein. Each
Party shall fully inform the JRC of all relevant facts and activities with respect to any
research matter reasonably requested by any member thereof. At least [***] ([***]) [***]
prior to each regularly scheduled JRC meeting, each Party shall deliver to the JRC a written
summary of research activities conducted hereunder by each such Party since the last such
report.
	 
	2.12.	 	Joint Development Committee.
	 
	2.12.1.	 	Membership. The JDC shall be established as soon as practical subsequent to the Effective
Date and shall be comprised of three (3) members appointed by CK and three (3) members
appointed by Amgen, or such other equal number of members appointed by each of the Parties as
the Parties may agree. All members appointed by each of the Parties shall be [***]. The
initial appointees for the JDC are set forth on Schedule 2.12.1. In addition, each Party’s
Co-Chair shall be a [***]. Each Party shall appoint one of the members appointed by it as a
Co-Chair. At least one member appointed by each Party shall have the breadth of
responsibilities necessary to assert decision-making authority and oversight such that the JDC
may make the appropriate decisions within the scope of its responsibility.
	 
	2.12.2.	 	Decision Making. Prior to the Amgen Option Effective Date, the JDC shall constitute a
consultative, information sharing and advisory body and shall not have decision-making
authority. During this time, [***] with respect to the Development Program and Development
Plan. Subsequent to the Amgen Option Effective Date, the JDC shall be a decision-making body
with respect to the Development Program. Decisions of the JDC shall be made by [***] of the
members present in person or by other means (e.g., teleconference) at any meeting, with [***],
and the Parties shall endeavor in good faith to [***] with respect to matters appropriately
before the JDC. In order to make any decision the JDC must have present (in person or
telephonically) at least one representative of each Party. [***]. Notwithstanding anything
to the contrary, [***] shall not have the




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	 	 	right to [***] except as expressly agreed by [***] in writing.
	 
	2.12.3.	 	Responsibilities.






	 	2.12.3.1.	 	Pre-Exercise. Prior to the Amgen Option Effective Date, the JDC shall be
responsible for: (i) providing a [***] of such development; (ii) ensuring the
[***] relating to the development activities being conducted hereunder; (iii)
reviewing [***]; and (iv) providing a [***] relating to development of Compounds
generally.
	 
	 	2.12.3.2.	 	Post-Exercise. Subsequent to the Amgen Option Effective Date, in addition to
the responsibilities set forth in Section 2.12.3.1, the JDC shall be responsible
for: (i) amending or modifying the Development Plan, and adopting an annual
detailed Development Plan for the upcoming year; (ii) reviewing and monitoring
[***]; (iii) communicating with the [***]; (iv) establishing the [***] as
necessary for the [***]; (v) [***] hereunder; (vi) [***]; (vii), monitoring
and reporting [ ***]; (viii) [***] relating to the Development Program; (ix)
undertaking and/or approving such other matters as are specifically provided for
the JDC under this Agreement, including those set forth in Schedule 2.12.3.2; and
(x) communicating to the Parties regarding all of the foregoing.






	2.12.4.	 	Meetings. The JDC shall meet quarterly during each year in person or telephonically, or as
otherwise agreed by the Parties. Any in-person meetings shall be held on an alternating basis
between CK’s and Amgen’s facilities, unless otherwise agreed by the Parties. Each Party shall
be responsible for its own expenses relating to such meetings. As appropriate, other employee
representatives of the Parties may attend JDC meetings as nonvoting observers, 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 [***] ([***]) [***] notice to the Co-Chair appointed by the other Party. At its
meetings, the JDC shall discuss the




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	 	 	progress of the Parties in executing the Development Program and the status of and
potential for Amgen exercising the Amgen Option.
	 
	2.12.5.	 	Reporting. Each Party shall keep the JDC fully and promptly informed of progress and
results of development activities for which it is responsible or permitted to conduct
hereunder through its members on the JDC and as otherwise provided herein, including by
promptly providing copies of all clinical data and results (in no event later than [***]
([***]) [***] after such information becomes available to the relevant Party). Each Party
shall fully inform the JDC with respect to all relevant facts and activities with respect to
any development matter reasonably requested by any member thereof. At least [***] ([***])
[***] prior to each JDC meeting, each Party shall deliver to the JDC a written summary of
development activities conducted hereunder by each such Party since the last such report.
	 
	2.13.	 	Joint Commercialization Committee.
	 
	2.13.1.	 	Membership. The JCC shall be formed within [***] ([***]) [***] after the [***]. The JCC
shall be comprised of three (3) members appointed by CK and three (3) members appointed by
Amgen, or such other equal number of members appointed by each of the Parties as the Parties
may agree. All members appointed by each of the Parties shall be [***]. In addition, each
Party’s Co-Chair shall be a [***]. Each Party shall appoint one of the members appointed by
it as a Co-Chair. At least one member appointed by each Party shall have the breadth of
responsibilities necessary to assert decision-making authority and oversight such that the JCC
may make the appropriate decisions within the scope of its responsibility.
	 
	2.13.2.	 	Decision Making. Decisions of the JCC shall be made by [***] of the members present in
person or by other means (e.g., teleconference) at any meeting, with [***], and the Parties
shall endeavor in good faith to [***] with respect to matters appropriately before the JCC.
In order to make any decision the JCC must have present (in person or telephonically) at least
one representative of each Party. [***]. [***] shall not have the right to [***] except as
expressly set forth in Article 5 and as otherwise agreed by [***] in writing.
	 
	2.13.3.	 	Responsibilities. The JCC shall be responsible for: (i) adopting an initial
Commercialization Plan for each Compound at such time as determined by the JCC, amending or
modifying the Commercialization Plan, and adopting an annual detailed Commercialization Plan
for the upcoming year, in each case consistent with the description set forth on Schedule
2.13.3A; (ii) reviewing, coordinating and ensuring [***]; (iii) communicating with the [***];
(iv) [***] (v) reviewing and monitoring the [***]; (vi) monitoring and reporting [***];




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	 	 	(vii) developing the [***] of Compounds; (viii) [***]; (ix) undertaking and/or
approving such other matters as are specifically provided for the JCC under this Agreement,
including those set forth on Schedule 2.13.3B; and (x) communicating to the Parties
regarding all of the foregoing. When determining the foregoing, the JCC shall give
consideration to [***] performing commercialization activities. Notwithstanding the
foregoing, the JCC shall have no obligation to [***] except as set forth in Section [***].
	 
	2.13.4.	 	Meetings. The JCC shall meet quarterly during each year in person or telephonically, or as
otherwise agreed by the Parties. Any in-person meetings shall be held on an alternating basis
between CK’s and Amgen’s facilities, unless otherwise agreed by the Parties. Each Party shall
be responsible for its own expenses relating to such meetings. As appropriate, other employee
representatives of the Parties may attend JCC meetings as nonvoting observers, 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 [***] ([***]) [***] notice to the Co-Chair appointed by the other Party. At its
meetings, the JCC shall discuss the progress of the Parties in executing the Commercialization
Plan and any other matters pertaining to commercialization conducted hereunder.
	 
	2.13.5.	 	Reporting. Each Party shall keep the JCC informed of progress and results of
commercialization activities for which it is responsible under the Collaboration through its
members on the JCC and as otherwise provided herein. At least [***] ([***]) [***] prior to
each JCC meeting, each Party shall deliver to the JCC a written summary of commercialization
activities conducted hereunder by each such Party since the last such report.
	 
	2.14.	 	Subcommittees. From time to time, the JRC, JDC or JCC may establish subcommittees
to oversee particular projects or activities, and such subcommittees shall be constituted as
such Committee approves (each, a “Subcommittee”). If any Subcommittee is unable to reach a
decision on any matter after endeavoring for [***] ([***]) [***] to do so, such matter shall
be referred to the applicable Committee that established such Subcommittee for resolution.
	 
	2.15.	 	Replacement of Committee Members. Each Party shall have the right to replace its
Committee members or Co-Chairs by written notice to the other Party. In the event any
Committee member or Co-Chair becomes unwilling or unable to fulfill his or her duties
hereunder, the Party that appointed such member shall promptly appoint





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	 	 	a replacement by written notice to the other Party. Any replacement member (or Co-Chair)
shall be subject to the requirements for such member as described in this Article 2,
provided, however, that if a Party nominates a replacement member that does not meet such
criteria, the other Party shall consider the relevant qualifications and experience of such
proposed replacement.






	2.16.	 	Input from other Personnel. Any Committee member shall have the right to solicit
input or assistance from any other personnel of the relevant Party.
	 
	2.17.	 	No Authority to Amend or Modify. Notwithstanding anything herein to the contrary,
no Committee shall have any authority to amend, modify or waive compliance with this
Agreement.
	 
	2.18.	 	Exigent Circumstances. Notwithstanding anything in this Article 2 to the contrary,
each of the Parties shall have the right to take prompt action within the scope of their
rights hereunder where exigent circumstances so require, without the necessity for Committee
review. In any such case, such Party shall promptly notify the Committee of such action and
the exigent circumstances.
	 
	2.19.	 	Japan. Notwithstanding anything to the contrary, the Committees shall have no
authority to govern activities conducted for purposes outside the Territory and expressly
permitted hereunder.
	 
	3.	 	Joint Research Program
	 
	3.1.	 	Research Plan. The JRC shall establish, update and approve annually an
integrated work plan and budget that defines each Party’s responsibilities and contribution of
resources under the Research Program. The Initial Research Plan shall be in effect until the
JRC agrees to modify such Initial Research Plan in accordance with Section 2.11.4.
	 
	3.2.	 	Conduct of the Research Program Prior to Amgen Option Exercise. During the Initial
Research Term, CK shall conduct the Research Program in accordance with the Research Plan at
CK’s sole cost and expense except as expressly provided herein. CK shall use [***] to perform
such research in accordance with the then-current Research Plan. CK’s intellectual property
or proprietary rights developed in the course of such research shall be included in the
definition of CK Intellectual Property. As currently contemplated by the Parties, the focus
of the Research Program shall be as described in the Initial Research Plan, and CK shall
perform activities thereunder towards meeting the objectives set forth therein, as such may be
modified based on allocation of responsibilities and activities between the Parties as
established by the JRC. Notwithstanding the foregoing, the JRC shall have the right to tailor
the Research Program to take into account the best avenue for advancing such program at a
given time taking into account the information available to it at such time. Amgen shall have
the right to request CK to conduct additional research activities at Amgen’s cost, and CK
shall consider such requests in good-faith and, if CK so agrees, shall perform such
activities. Prior to the Amgen Option Effective Date, Amgen shall conduct research




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	 	 	activities with respect to Compounds, including with respect to the activities set forth
above, solely in accordance with the Research Plan or as otherwise approved by the JRC,
provided, however that the JRC shall have no right to assign any research activities to
Amgen except as expressly agreed by Amgen in writing. Amgen and CK shall coordinate
through the JRC any such research activity so conducted by Amgen with the research
conducted by CK. Amgen shall conduct such research at its sole cost and expense, and any
intellectual property or proprietary rights developed in the course of such research shall
be owned by Amgen, but such rights shall be included in the Collaboration, to the extent
and as provided in Section 9.2. CK shall provide Amgen with any reasonable assistance and
materials requested by Amgen to enable it to conduct such research, and Amgen shall
reimburse CK any reasonable, out-of-pocket costs incurred by CK in connection with such
cooperation.
	 
	3.3.	 	Conduct of the Research Program Subsequent to Amgen Option Exercise. Subsequent to
the Amgen Option Effective Date the Parties shall conduct research in accordance with the
then-current Research Plan for a period of [***] (such period from the Amgen Option Effective
Date until the conclusion thereof, the “Research Term”). The JRC shall consult and develop a
plan to ensure the continuity of the research efforts then being undertaken as and to the
extent necessary to maximize continuing progress of the Research Plan. The JRC shall have the
right to tailor the Research Program to take into account the best avenue for advancing each
Program at a given time taking into account the information available to the JRC at such time.
The JRC shall allocate responsibility for the various aspects of the Research Plan to the
Parties provided, however, that the JRC shall not allocate more than [***] ([***]) FTEs of
research responsibility per year to CK without CK’s prior written consent. Each Party agrees
to allocate those FTEs as reasonably necessary to progress and complete the tasks assigned to
it in the then-current Research Plan on the timeframes as set forth therein (as currently
contemplated, to potentially include [***]), but no less than the number of FTEs set forth for
such Party in the then-current Research Plan on a task-by-task basis (subject to any changes
necessary due to unexpected progress and/or setbacks). From and after the Amgen Option
Effective Date, Amgen shall be responsible for the direct, reasonable out-of-pocket costs
incurred by the Parties in accordance with the Research Plan, including the Third Party costs
for any activities specified to be outsourced in the Research Plan. In addition, Amgen shall
support [***] CK FTEs [***] and provided in accordance with the Research Plan by CK at the FTE
Rate, payable in accordance with Section 13.6. With the prior consent of the JRC, CK shall
have the right to provide additional FTEs to the Research Program [***].
	 
	3.4.	 	Provision of [***]. Promptly following the Effective Date, the Parties shall
[***], for a [***] of no less than [***] ([***]) [***], for [***] to [***] from [***] for
[***] to discover Compounds for research, development, manufacture and commercialization in
the Territory pursuant to this Agreement,





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	 	 	subject to [***] relating thereto. It is contemplated that such [***], and for [***] to
[***] for research, development, manufacture and commercialization by the Collaboration
[***]. Each [***] for research, development, manufacture and commercialization to the
Collaboration by [***] shall be a [***] if it [***]. If [***] or if [***], [***] shall be
[***], subject to the provisions of Section [***].
	 
	3.5.	 	Extended Research Term. Within [***] ([***]) [***] following the initiation of the
Extended Research Term, the JRC shall meet and establish a Research Plan that sets forth
responsibilities of the Parties for the continuation of the Research Program during the
Extended Research Term. The responsibilities of the Parties shall be allocated in a manner
consistent with the prior responsibilities of the Parties, provided, however that the JRC
shall have no right to allocate any activities to a Party except as expressly agreed by such
Party in writing.
	 
	4.	 	Joint Development Program






	4.1.	 	Development Plan. The JDC shall establish, update and approve annually an
integrated work plan and budget that defines each Party’s responsibilities and contribution of
resources under the Development Program, including for creating and maintaining the Global
Registration Dossier (the “Development Plan”). For clarity, the Development Plan shall
encompass and govern the activities of the Parties in the Field across the Territory.
	 
	4.2.	 	Development Project Team. The Parties will establish a project team for each
Compound (the “Development Project Team”) that will be responsible for managing, reviewing and
implementing the performance of the day to day activities of both Parties for all stages of
the Development Program for such Compound, including review and decision making regarding CMC,
toxicology, clinical trial designs and regulatory filings and strategy. Each Party will have
representation on the Development Project Team throughout the Development Program, and the
Development Project Team shall be subordinate to and governed by the JDC.
	 
	4.3.	 	Manufacturing Subcommittee. Promptly after the Amgen Option Effective Date, the
Parties shall establish a manufacturing subcommittee to manage, oversee, facilitate and
coordinate the transfer of manufacturing information and protocols by, and transition
manufacturing from, CK to Amgen. Each Party will have representation on the Manufacturing
Subcommittee throughout the Development Program, and the Manufacturing Subcommittee shall be
subordinate to and governed by the JDC.
	 
	4.4.	 	Regulatory Subcommittee. The Parties shall establish a regulatory subcommittee that
will be responsible for coordinating activities regarding regulatory matters as charged by the
JDC. Each Party will have representation on the Regulatory Sub-





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	 	 	committee throughout the Development Program, and the Regulatory Sub-committee shall be
subordinate to and governed by the JDC.






	4.5.	 	Conduct of the Development Program Prior to Amgen Option Exercise. Prior to the
Amgen Option Effective Date, CK shall conduct a development program designed to pursue the
clinical development of Compounds in accordance with the Development Plan. CK shall use [***]
to perform such development in accordance with the then-current Development Plan and to
undertake the activities and [***] in a manner [***]. As currently contemplated by the
Parties, the initial focus of the Development Program with respect to CK-452 shall be: (i) the
[***], and the [***]; and (ii) the conduct of the activities and [***]. Notwithstanding the
foregoing, CK shall have the right to control and tailor the Development Program to take into
account the best avenue for advancing the Development Program at a given time taking into
account the information available to it at such time. For clarity, prior to the Amgen Option
Effective Date, Amgen shall not perform any development activities directed toward CK-452 or
any other Compound unless otherwise expressly agreed by the Parties.
	 
	4.6.	 	Conduct of the Development Program Subsequent to Amgen Option Exercise. Subsequent
to the Amgen Option Effective Date, the JDC shall regularly evaluate Compounds that are the
subject of the Research Program to determine which Compounds, if any, shall be developed by
the Parties hereunder.
	 
	4.6.1.	 	Development Responsibilities.






	 	4.6.1.1.	 	[***] Development. Subsequent to the Amgen Option Effective Date, but prior
to the [***] for a Compound, the JDC shall delegate operational responsibility for
all clinical trials and all other development activities for such Compound to CK
or Amgen, while in any event [***] in the area. It is the intent of the Parties
that the JDC shall [***], unless the JDC determines that [***] (as, for example,
[***]).
	 
	 	4.6.1.2.	 	[***] Development. Subsequent to the Amgen Option Effective Date and the
[***] for a Compound, the JDC shall [***].





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	 	 	 	The JDC shall [***] related to such development. The JDC shall assign to CK
primary responsibility for the operational aspects of [***] for such Compound.
If [***] is anticipated to be conducted, significant [***] shall be assigned by
the JDC to CK.
	 
	 	4.6.1.3.	 	CK Product Opportunities. If CK, through its participation on the JDC,
identifies a development and commercialization opportunity that arises in
consideration of the Development Program that may fall outside of the then-current
Development Plan and that does not [***], (each such development opportunity, a
“CK Product Opportunity”) and [***] and the [***] and [***] hereunder (giving
consideration to all relevant factors), then [***] CK perform such activities
under a mutually agreed modification to the Development Plan, provided that [***].
If [***], CK will have responsibility for the development and commercialization
of the Compound for the CK Product Opportunity, and all costs associated
therewith, and subject to [***] to be agreed in writing prior to such
authorization. CK shall apply [***] to conduct the development and
commercialization of the Compound for the CK Product Opportunity and communicate
regularly to Amgen through its participation on the JDC and JCC as to the plans
and progress therefor.
	 
	 	4.6.1.4.	 	CK Preference. Amgen shall [***] utilize CK as its [***] services hereunder,
subject to CK [***] for the particular activities and CK’s agreement to perform
such activities [***] with [***] for [***] from [***], including by [***] for
development activities [***]. In the event of [***] in good faith.
	 
	 	4.6.1.5.	 	[***]. Subsequent to the Amgen Option Effective Date, and subject to Section
10.4, the Parties shall use





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	 	 	 	[***] to conduct development as assigned by the JDC and in accordance with the
Development Plan.






	4.7.	 	Development Costs.






	 	4.7.1.1.	 	Pre-Exercise. Prior to the Amgen Option Effective Date, CK shall be
responsible for all costs expended by CK on development.
	 
	 	4.7.1.2.	 	Post-Exercise. Subsequent to the Amgen Option Effective Date, if CK performs
development services pursuant to Section 4.6.1.4, then Amgen shall reimburse CK
for internal FTEs approved in advance by Amgen at the then agreed FTE rate,
payable in accordance with Section 13.6. In addition, Amgen shall bear all Third
Party costs for any activities specified to be outsourced pursuant to the
Development Plan, provided that such Third Party costs are approved in advance by
Amgen.






	5.	 	Joint Commercialization Program
	 
	5.1.	 	Commercialization Plan. The JCC shall establish, update and approve annually a
plan and budget for commercialization activities for the Compounds hereunder consistent with
Schedule 2.13.3A. For clarity, the Commercialization Plan shall encompass and govern the
activities of the Parties in the Field across the Territory.
	 
	5.2.	 	Commercial Operating Team. From and after the time [***], the JCC will establish an
operating team for each Compound (“Commercial Operating Team”) that will be responsible for
managing, reviewing, and implementing the performance of the day to day responsibilities of
both Parties for all stages of the commercialization program for such Compound, including
review and decision making regarding plans for manufacture, promotion, marketing, sale,
distribution, and medical education. [***] the Commercial Operating Team for such Compound
throughout the commercialization of such Compound hereunder, and the Commercial Operating Team
shall be subordinate to and governed by the JCC.
	 
	5.3.	 	Pre-Option Exercise Activities. Prior to the Amgen Option Effective Date, subject to
consultation with Amgen, CK shall have the right to continue its commercialization activities
that it has undertaken prior to the Effective Date including [***]. Subsequent to the Amgen
Option Effective Date, the Parties shall cooperate through the JCC to coordinate the
transition of such activities.
	 
	5.4.	 	Amgen Commercialization. Except as set forth in Section 5.5, subsequent to the Amgen
Option Effective Date, Amgen shall have sole responsibility for commercialization of Compounds
in the Territory, and shall use [***] to do so in accordance with the Commercialization Plan.
Except for those costs to be borne by CK pursuant to Section 5.5.4, Amgen shall bear its





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	 	 	own internal and out-of-pocket costs incurred with respect to such commercialization
activities. In addition, Amgen shall bear all Third Party costs for any activities
specified to be outsourced in the Commercialization Plan.
	 
	5.5.	 	Co-Promotion.






	5.5.1.	 	Election and Percentage. For Compounds in which CK has [***] Co-Invested, CK shall have the
right, but not the obligation, to provide a percentage elected by CK of up to [***] percent
([***]%) of the details within the CK Market Segment in the U.S., Canada and/or Mexico. To
exercise its co-promotion rights for a Compound in which CK has [***] Co-Invested, CK must
notify Amgen in writing, within [***] ([***]) [***] of the filing of the first application for
Marketing Approval in U.S., Mexico or Canada with respect to such Compound and receipt of the
Commercialization Plan therefor, of CK’s election to co-promote such Compound and the
percentage of the details CK elects to provide within the CK Market Segment (subject to a
maximum of [***] percent ([***]%)). Specific details in the CK Market Segment in the U.S.,
Canada and Mexico shall be allotted by the JCC, taking into account CK’s interests in
developing and maintaining relationships in the CK Market Segment, and product strategy for
the relevant Compound. In determining CK’s elected percentage share of the details in the CK
Market Segment, details provided pursuant to Section 5.5.3 shall be taken into account.
	 
	5.5.2.	 	Co-Promotion Agreement. At such time as CK has [***] Co-Invested with respect to a
particular Compound pursuant to Section 11.1 and makes the election to co-promote such
Compound in the U.S., Canada and/or Mexico pursuant to Section 5.5.1, the Parties shall
prepare and enter into a definitive agreement specifying in more detail the overall framework
for the co-promotion activities of the Parties for such Compound in the U.S., Canada and
Mexico, consistent with this Section 5.5, and the Parties shall finalize such agreement as
promptly as practical following the filing of an application for Marketing Approval for such
Compound. Such agreement shall provide for CK’s sales force responsible for promotion of the
Compounds to [***], and for CK’s sales force to [***]. In addition, such co-promotion
agreement shall include provisions for [***].
	 
	5.5.3.	 	CK Hospitals. For Compounds in which CK has [***] Co-Invested, the [***] as set forth in
this Section 5.5.3. With respect to [***] specific hospitals in the U.S., Mexico and Canada
([***] and [***]), CK shall have [***] within such hospitals in accordance with the
Commercialization Plan for such Compound (even where those [***] the hospital setting). Amgen
and CK shall coordinate their efforts subject to oversight by the JCC. Such responsibility
shall include [***] to be taken with such [***], as well as





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	 	 	coordinating the details and educational programs called for in the Commercialization Plan.
All promotional materials, sales aids, monographs, and educational program materials used
by CK shall be approved by the JCC to ensure compliance with the Commercialization Plan,
consistency between the efforts of the Parties and conformance with compliance standards to
be adopted or approved by the JCC and applicable Law. Amgen shall have responsibility for
[***] the hospital setting, even where those [***] the hospital setting; for all such
[***], Amgen and CK shall coordinate their efforts subject to oversight by the JCC.
	 
	5.5.4.	 	Payment. Amgen shall pay CK for details performed pursuant to Section 5.5 in accordance
with the Commercialization Plan [***], as agreed by the Parties, provided that the cost to be
reimbursed [***]. CK shall bear any other costs associated with its commercialization
activities. In addition, should the JCC request CK to undertake additional activities and CK
agree to do so, then Amgen shall reimburse CK’s reasonable, out-of-pocket costs and FTE costs
at the FTE Rate, in accordance with a budget to be established by the JCC.
	 
	5.5.5.	 	[***]. [***] pursuant to this Article 5 shall be [***], or [***] necessary to do so in
[***] and [***] in such manner.






	6.	 	Manufacturing, Sales and Distribution






	6.1.	 	Responsibility. Prior to the Amgen Option Effective Date, CK shall be solely
responsible for the manufacture of Compounds, provided Amgen shall have the right to
manufacture quantities of Compounds as may be required for its own research conducted in
accordance with the Research Plan. In addition, CK shall provide to Amgen reasonable
quantities of Compounds as requested by Amgen for its research use, and Amgen shall reimburse
CK therefor [***] (including [***]) as applicable. Subsequent to the Amgen Option Effective
Date, Amgen shall be solely responsible for the manufacture, distribution and sale of
Compounds in the Territory, provided, however, that CK shall have the right to manufacture
Compounds in accordance with Section 2.6. Amgen shall book all sales of Compounds in the
Territory.
	 
	6.2.	 	Regulatory Responsibility. Prior to the Amgen Option Effective Date, CK shall be
solely responsible for securing and maintaining any regulatory approvals needed in connection
with the manufacture of Compounds (except with respect to Compounds manufactured by Amgen for
its research). Subsequent to the Amgen Option Effective Date, Amgen shall have the sole
responsibility for securing and maintaining any regulatory approvals needed in connection with
the manufacture, distribution and sale of Compounds in the Territory (except with respect to
Compounds manufactured by or under authority of CK in accordance with Section





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	 	 	2.6). Subsequent to the Amgen Option Effective Date, all regulatory approvals in the
Territory shall be owned by Amgen, and CK shall promptly transfer to Amgen any such
approvals held in its name [***] and relevant information, data and protocols to the extent
reasonably necessary for Amgen to manufacture Compounds hereunder and on hand API and
formulated Compounds (other than those reasonably necessary for CK’s conduct of clinical
trials for which it has been assigned operational responsibility by the JCC, or reasonably
necessary for CK’s use outside the Territory) to Amgen (and Amgen shall reimburse CK [***]
cost with respect to such API and formulated Compounds), and the Parties shall cooperate to
ensure a smooth transition of regulatory responsibility. Amgen agrees to reimburse CK’s
[***] costs in connection with such transfer. Subject to [***], CK shall have the right to
reference relevant approvals to the extent reasonably necessary for CK to manufacture and
supply Compounds in support of its activities outside the Territory in accordance with
Section 2.6.
	 
	6.3.	 	Reasonable Cooperation. After the Amgen Option Effective Date, CK shall cooperate
reasonably with Amgen in connection with the manufacture, distribution or sale of Compounds in
the Field in the Territory, and the regulatory approvals therefor, for which Amgen is
responsible under this Agreement, and Amgen shall reimburse CK [***] costs incurred by CK in
connection therewith, as well as for time incurred by CK at the FTE Rate. Amgen shall
cooperate with CK in connection with the manufacture, distribution or sale of Compounds for
use under the Collaboration and to support activities outside the Territory and the regulatory
approvals therefor, and CK shall reimburse Amgen [***] costs incurred by Amgen in connection
therewith, as well as for time incurred by Amgen at the FTE Rate. Without prejudice to any
other provision of this Agreement, the foregoing sentence shall not be deemed to [***], and
[***]. The Parties acknowledge the possible advantage of collaborative sourcing for
Compounds, and each Party shall consider in good-faith any request by the other Party to
cooperate with respect to such sourcing.
	 
	6.4.	 	Extent of Cooperation. The Parties’ cooperation obligations pursuant to this Article
6 shall not impose upon a Party any obligation to create any data, file any approval or take
any action that the Party is not undertaking for its own accord. By way of example, a Party
shall share, as described herein, information generated by it in the course of its own
activities, but shall have no obligation to generate additional information that may be useful
for the other Party, except as expressly set forth herein.






	7.	 	Regulatory
	 
	7.1.	 	Regulatory Responsibility.
	 
	7.1.1.	 	Prior to the Amgen Option Effective Date. Prior to the Amgen Option Effective Date, CK
shall own and be solely responsible for filing, obtaining and maintaining





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	 	 	all approvals necessary for the research and development of Compounds; all such approvals
shall be held in the name of CK or its designee. CK shall: (i) promptly provide Amgen
with copies of any written communication from and a summary of any oral communication with
any Regulatory Authority relating to a Compound; (ii) allow Amgen a reasonable opportunity
(but in no event less than [***] ([***]) [***]) to review and comment on any submission or
correspondence to any Regulatory Authority relating to any Compound; (iii) consider in
good-faith any comments made by Amgen pursuant to subsection (ii) or otherwise with respect
to interactions with any Regulatory Authority concerning any Compound or activities
conducted pursuant to the Collaboration; (iv) allow Amgen to attend any in person meetings
with any Regulatory Authority and to listen in on any planned calls with any Regulatory
Authority; and (v) otherwise provide Amgen with any reasonably requested information or
documentation relating to regulatory submissions or approvals. While CK is responsible for
regulatory activities for a Compound pursuant to this Section 7.1.1, Amgen shall not
independently communicate with any Regulatory Authority with respect to any such Compounds,
except as may be required by Law.
	 
	7.1.2.	 	Subsequent to the Amgen Option Effective Date. Subsequent to the Amgen Option Effective
Date, Amgen shall own and be solely responsible for filing, obtaining and maintaining
approvals necessary for the development and commercialization of Compounds in the Territory in
the Field and any approval for any product labeling or promotional materials in the 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. Within [***] ([***]) [***] of
the Amgen Option Effective Date, CK shall transfer to Amgen, at [***], all Marketing Approvals
in the Territory held in the name of CK or its designee. CK shall provide Amgen any assistance
reasonably requested in connection with any such approval, and Amgen shall reimburse CK [***]
costs incurred in connection therewith. Following such transfer, Amgen shall (i) promptly
provide CK with copies of any written communication from and a summary of any oral
communication with any Regulatory Authority relating to a Compound; (ii) allow CK a reasonable
opportunity (but in no event less than [***] ([***]) [***]) to review and comment on any
submission or correspondence to any Regulatory Authority relating to any Compound; (iii)
consider in good-faith any comments made by CK pursuant to subsection (ii) or otherwise with
respect to interactions with any Regulatory Authority concerning any Compound or activities
conducted pursuant to the Collaboration; (iv) allow CK to attend any in person meetings with
any Regulatory Authority and to listen in on any planned calls with any Regulatory Authority;
and (v) otherwise provide CK with any reasonably requested information or documentation
relating to regulatory submissions or approvals. While Amgen is responsible for regulatory
activities for a Compound pursuant to this Section 7.1.2, CK shall not independently
communicate with any Regulatory Authority in the Territory with respect to any such Compounds,
except as may be required by Law.
	 
	7.2.	 	Clinical Safety Reporting; Pharmacovigilance. At all times subsequent to the Amgen
Option Effective Date, Amgen shall be solely responsible for establishing





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	 	 	and shall establish operating and other procedures reasonably sufficient to report to the
appropriate Regulatory Authority(ies) all adverse event reports, safety reports and similar
matters, unless otherwise determined by the JDC in accordance with the Laws in the
Territory (and CK outside the Territory). Promptly following the Amgen Option Effective
Date, the safety personnel of Amgen and CK will develop and agree upon safety data exchange
procedures governing the coordination of collection, investigation, reporting, and exchange
of information concerning adverse events with respect to Compounds (including with respect
to pregnancies), product quality and product complaints involving adverse events with
respect to Compounds, sufficient to permit each Party, its Affiliates and licensees to
comply with their legal obligations, including to the extent applicable, those obligations
contained in FDA regulations. Each Party shall further provide the other Party any
assistance reasonably requested by the other Party in connection with safety reporting and
fulfilling its obligations to Regulatory Authorities with respect thereto, and the
requesting Party shall reimburse the other Party [***] costs incurred in connection
therewith.
	 
	7.3.	 	Transfer of Data, Technology and Regulatory Filings. Promptly following the Amgen
Option Effective Date, such that such transfer is completed within [***] ([***]) [***] of the
Amgen Option Effective Date, CK shall deliver to Amgen (or provide copies where CK is required
by Law to maintain original records), [***] data, [***] data, [***] data, [***] data and [***]
data (including [***] (both [***] and [***]), [***], [***], [***]) reasonably necessary for
Amgen to exercise its rights and perform its obligations under this Agreement with respect to
Compounds, and other information pertaining to the Compounds reasonably requested by Amgen, in
each case Controlled by CK or its Affiliates, and Amgen shall reimburse CK [***] costs
incurred in connection therewith. Each Party shall provide the other with such assistance as
the other Party reasonably requests from time to time, to enable such other Party to fully
understand and implement the foregoing and the requesting Party shall reimburse the other
[***] costs incurred in connection therewith. Without limiting the foregoing, with respect to
Confidential Information of a Party, which Confidential Information the other Party desires to
include in any regulatory filing, the Party whose Confidential Information it is shall either:
(i) make such information available to the other Party or (ii) make such information available
directly to the applicable Regulatory Authority (whether by reference or otherwise). In
addition, CK (itself or through a designee) shall have the right to reference regulatory
filings and data [***] with respect to [***] Compounds for CK’s use [***] for the purposes of
development and commercialization of [***] Compounds [***], subject to [***] of Section [***].
The Parties shall [***], including [***] and [***] with respect thereto. The Parties will
[***].





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	7.4.	 	Use of Contractors. CK ([***] and [***]) and Amgen shall each have the right to use
the services of Third Party contractors, including contract research organizations, contract
manufacturing organizations, contract sales forces and the like, to assist such Party in
fulfilling its obligations and exercising its rights under this Agreement, [***], including
[***] and [***]. Each Party shall consider in good faith the possibility of using the other
Party’s resources to perform such activities as an alternative to utilizing the services of a
subcontractor.
	 
	7.5.	 	Extent of Cooperation. The Parties’ cooperation obligations pursuant to this Article
7 shall not impose upon a Party any obligation to create any data, file any approval or take
any action that the Party is not undertaking for its own accord. By way of example, a Party
shall share, as described herein, information generated by it in the course of its own
activities, but shall have no obligation to generate additional information that may be useful
for the other Party, except as expressly set forth herein.






	8.	 	Intellectual Property
	 
	8.1.	 	Ownership.
	 
	8.1.1.	 	General. Except to the extent expressly specified to the contrary in this Agreement,
including any exclusivity in this Agreement, (i) each Party shall retain and own all right,
title, and interest in and to all patent rights, trade secret, proprietary right and other
intellectual property rights conceived or created solely by such Party, (ii) the Parties shall
jointly own all right, title, and interest in and to all patent rights, trade secret,
proprietary right and other intellectual property rights conceived or created jointly by the
Parties and, subject to the provisions of this Agreement neither Party shall have any duty to
account or obtain the consent of the other Party in order to exploit or license such
intellectual property rights, and (iii) inventorship and authorship of any invention or work
of authorship conceived or created by either Party, or jointly by the Parties, shall follow
the rules of the U.S. Patent and Trademark Office and the Laws of the United States (without
reference to any conflict of law principles). Each Party shall ensure that all employees and
consultants providing services related to the Compounds executes all documentation necessary
to vest ownership of intellectual property in such Party or its Affiliate.
	 
	8.1.2.	 	[***]. All right, title and interest in and to all technology, patent rights, trade secrets
and other intellectual property and proprietary rights that are or include a [***] or [***] by
CK, or any portion of any of the foregoing, shall, to the extent such [***] or [***], be
exclusively owned by CK. All right, title and interest in and to all technology, patent
rights, trade secrets and other





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	 	 	intellectual property and proprietary rights that are or include a [***] or [***] by
Amgen, or any portion of any of the foregoing, shall, to the extent such [***] or [***], be
exclusively owned by Amgen.






	8.2.	 	Patent Subcommittee. Promptly following the Effective Date, the JDC shall establish
a Subcommittee (the “Patent Subcommittee”) to oversee, review and coordinate (i) the
prosecution, maintenance, defense and enforcement of Patent Rights within the Collaboration
Patent Rights and (ii) other Patent Rights-related matters as are specifically provided for
the Patent Subcommittee under this Agreement or assigned to it by the JDC. Such Subcommittee
shall meet, in-person or telephonically, as frequently as agreed to discuss matters related to
such activities. The Patent Subcommittee shall have equal representation from each Party,
with each Party selecting a co-chair. Each Party’s representatives on the Patent Subcommittee
shall consist essentially of at least one (1) patent attorney having significant experience
relating to pharmaceutical Patent Rights, and other individuals as agreed to be appropriate by
the Patent Subcommittee. The Patent Subcommittee in consultation with the JDC shall establish
practices and procedures for the identification and disclosure of patentable subject matter
and the prosecution maintenance of Patent Rights disclosing such subject matter consistent
with the terms and conditions of this Article 8. In determining which outside counsel to use
pursuant to Sections 8.4 and 8.5, the Patent Subcommittee shall take into account existing
relationships and historical knowledge of the relevant matters, in addition to other relevant
factors.
	 
	8.3.	 	Cooperation Generally. Subject to control by each Party as more particularly set
forth below and decisions of the Patent Subcommittee, the Parties shall cooperate in order to
coordinate reasonably the filing, prosecution, maintenance, defense and enforcement of the
Collaboration Patent Rights in, and foreign counterparts thereto outside, the Territory, and
each Party shall keep the Patent Subcommittee informed with respect to activities that it
performs pursuant to this Article 8 or otherwise based upon its activities in connection with
this Agreement. Without limiting the foregoing, in any action by a Party in the Territory
pursuant to this Article 8, whether or not the non-enforcing Party chooses to participate in
the action, the non-enforcing Party will not oppose being joined, and the enforcing Party
shall have the right to join the non-enforcing Party, in such enforcement actions as a party
plaintiff, and the non-enforcing Party will take such other actions as necessary for standing
or to satisfy other requirements to file, pursue or maintain the action, at the enforcing
Party’s request and expense, including reasonably providing testimony, documents, and the
like.
	 
	8.4.	 	Prosecution and Maintenance – Pre-Option Exercise.
	 
	8.4.1.	 	Prior to the Amgen Option Effective Date, subject to the oversight of the Patent
Subcommittee, CK shall control, through outside counsel mutually acceptable to the Parties and
directed by CK, the filing for, prosecution and maintenance (including office actions,
oppositions and interferences) of CK Patent Rights and Joint Patent





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	 	 	Rights, at [***], in consultation with Amgen, as well as filing for any patent term
extensions or similar protections therefor. CK shall provide Amgen copies of and an
opportunity to review and comment upon the text of the applications relating to CK Patent
Rights and Joint Patent Rights [***] ([***]) [***] before filing. CK shall provide Amgen
with a copy of each application for each such CK Patent Right or Joint Patent Right as
filed, together with notice of its filing date and application number. CK shall keep Amgen
advised of the status of all material communications, actual and prospective filings or
submissions regarding such CK Patent Rights and Joint Patent Rights, and shall give Amgen
copies of and an opportunity to review and comment on any such communications, filings and
submissions proposed to be sent to any patent office or judicial body. CK shall reasonably
consider in good faith Amgen’s comments on the communications, filings and submissions for
the CK Patent Rights and Joint Patent Rights. If CK declines to file for, prosecute or
maintain (including defending or prosecuting office actions, prosecutions or interferences)
any CK Patent Right or Joint Patent Right, it shall give Amgen reasonable notice thereof
and thereafter, Amgen may, upon written notice to CK and at Amgen’s sole cost, control the
filing for, prosecution and maintenance (including defending or prosecuting office actions,
prosecutions or interferences) of such CK Patent Right or Joint Patent Right thereafter in
accordance with Section 8.4.2 below. Amgen shall provide CK any cooperation or assistance
reasonably requested by CK in connection with the filing, prosecution and maintenance
(including defending or prosecuting office actions, prosecutions or interferences) of CK
Patent Rights and Joint Patent Rights, and CK shall reimburse Amgen’s [***] expenses
incurred in connection therewith. From and after such time as Amgen exercises the Amgen
Option, CK Patent Rights and Joint Patent Rights shall be handled as set forth in Section
8.5 below. With respect to CK Patent Rights and Joint Patent Rights, CK shall not [***]
without Amgen’s prior written consent, not to be unreasonably withheld or delayed.






	8.4.2.	 	Prior to the Amgen Option Effective Date, subject to the oversight of the Patent
Subcommittee, Amgen shall control, through outside counsel mutually acceptable to the Parties
and directed by Amgen, the filing for, prosecution and maintenance (including defending or
prosecuting office actions, oppositions and interferences) of Amgen Patent Rights, at Amgen’s
expense, in consultation with CK, as well as filing for any patent term extensions or similar
protections therefor. Amgen shall provide CK copies of and an opportunity to review and
comment upon the text of the applications relating to Amgen Patent Rights [***] ([***]) [***]
before filing. Amgen shall provide CK with a copy of each application for such an Amgen
Patent Right as filed, together with notice of its filing date and application number. Amgen
shall keep CK advised of the status of all material communications, actual and prospective
filings or submissions regarding such Amgen Patent Rights, and shall give CK copies of and an
opportunity to review and comment on any such communications, filings and submissions proposed
to be sent to any patent office or judicial body. Amgen shall reasonably consider in good
faith CK’s comments on the communications, filings and submissions for the Amgen Patent
Rights. If Amgen declines to file for, prosecute or maintain (including defending or





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	 	 	prosecuting office actions, prosecutions or interferences) any Amgen Patent Right, it shall
give CK reasonable notice thereof and thereafter, CK may, upon written notice to Amgen and
at CK’s sole cost, control the filing for, prosecution and maintenance (including defending
or prosecuting office actions, prosecutions or interferences) of such Amgen Patent Right
thereafter in accordance with Section 8.4.1. CK shall provide Amgen any cooperation or
assistance reasonably requested by Amgen in connection with the filing, prosecution and
maintenance (including defending or prosecuting office actions, prosecutions or
interferences) of Amgen Patent Rights, and Amgen shall reimburse CK’s [***] incurred in
connection therewith. From and after the Amgen Option Effective Date, Amgen Patent Rights
shall be handled as set forth in Section 8.5 below.






	8.5.	 	Prosecution and Maintenance – Post-Option Exercise. Following the Amgen Option
Effective Date, subject to the oversight of the Patent Subcommittee, Amgen shall, through
outside counsel mutually acceptable to the Parties and directed by Amgen, control the filing
for, prosecution and maintenance (including defending or prosecuting office actions,
prosecutions or interferences) of Collaboration Patent Rights in the Territory, at Amgen’s
expense, in consultation with CK, as well as filing for any patent term extensions or similar
protections. Amgen shall provide CK copies of and an opportunity to review and comment upon
the text of the applications relating to such Collaboration Patent Rights [***] ([***]) [***]
before filing. Amgen shall provide CK with a copy of each application for a Collaboration
Patent Right as filed, together with notice of its filing date and application number. Amgen
shall keep CK advised of the status of all material communications, actual and prospective
filings or submissions regarding Collaboration Patent Rights, and shall give CK copies of and
an opportunity to review and comment on any such communications, filings and submissions
proposed to be sent to any patent office or judicial body. Amgen shall reasonably consider in
good faith CK’s comments on the communications, filings and submission for the Collaboration
Patent Rights. If Amgen declines to file for, prosecute or maintain (including defending or
prosecuting office actions, prosecutions or interferences) any Collaboration Patent Right, it
shall give CK reasonable notice thereof and thereafter, CK may, upon written notice to Amgen
and at CK’s sole cost, control the filing for, prosecution and maintenance of such
Collaboration Patent Right thereafter in accordance with Section 8.4.1 above. CK shall
provide Amgen any cooperation or assistance reasonably requested by Amgen in connection with
such filing, prosecution and maintenance (including defending or prosecuting office actions,
prosecutions or interferences), and Amgen shall reimburse CK’s [***] expenses incurred in
connection therewith.
	 
	8.6.	 	Patent Files. Within [***] ([***]) [***] after the Amgen Option Effective Date or
[***], CK shall (to the extent not previously provided) (i) provide Amgen, at [***] ([***]),
with copies of all documents (including file histories and then current dockets) for the





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	 	 	applicable CK Patent Rights in the Territory that are in the file maintained by CK’s
outside patent counsel for such CK Patent Rights or otherwise available to CK, including
any communications, filings and drafts as well as written notice of any pending deadlines
or communications for such CK Patent Rights in the Field in the Territory (provided,
however, that CK shall provide notice of pending deadlines as promptly as possible after
the Amgen Option Effective Date so as to ensure adequate time and coordination with respect
to such deadlines), and (ii) execute and deliver any legal papers reasonably requested by
Amgen to effectuate transfer of control of the filing, prosecution and maintenance of the
Collaboration Patent Rights in the Field in the Territory (excluding papers that transfer
any right, title or interest in or to the Collaboration Patent Rights other than such
Control). In the event CK assumes control of patent filing, prosecution and maintenance
(including defending or prosecuting office actions, prosecutions or interferences) with
respect to any Collaboration Patent Rights pursuant to Section 8.4, then Amgen shall (x)
provide CK with copies of any relevant communications, filings, drafts and documents not
previously provided to CK as well as written notice of any pending deadlines or
communications applicable thereto, and (y) execute and deliver any legal papers reasonably
requested by CK to effectuate transfer of control of the filing, prosecution and
maintenance of such Collaboration Patent Rights (excluding papers that transfer any right,
title or interest in or to the Collaboration Patent Rights other than such control).






	8.7.	 	CREATE Act. The Parties intend for the activities of the Parties hereunder to
qualify for the benefits of the Cooperative Research and Technology Enhancement (35 U.S.C.
§103(c), the “CREATE Act”). Accordingly, each Party agrees to use [***], to do (and cause its
employees to do) all lawful and just acts that may be or become necessary for evidencing,
maintaining, recording and perfecting the benefits of the CREATE Act.
	 
	8.8.	 	Defense and Settlement of Third Party Claims – Pre-Option Exercise. Prior to the
Amgen Option Effective Date, if a Third Party asserts that a Patent Right or other right owned
by it is infringed by the manufacture, use, sale or importation of any Compound in the
Territory by a Party (the “Defending Party”), the Defending Party shall have the sole right to
defend against any such assertions at its sole cost and to elect to settle such claims. The
other Party shall assist the Defending Party or its designee and cooperate in any such
litigation at the Defending Party’s request, and the Defending Party or its designee shall
reimburse such other Party [***] costs incurred in connection therewith. Subject to such
control, the other Party may join any defense and settlement pursuant to this Section 8.8,
with its own counsel at such other Party’s sole cost. The Defending Party shall not [***]
without the other Party’s prior written consent, not to be unreasonably withheld or delayed.
Each Party shall keep the Patent Subcommittee reasonably informed of all claims and actions
governed by this Section 8.8. Notwithstanding any of the foregoing, with respect to [***], in
each case [***], and that [***],





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	 	 	and where the asserted claim relates to [***] or [***] within the Territory (“[***]”),
[***] shall have the right to control the defense and settlement of any such claims
(subject to consultation with [***]) and the costs of defense and any payments in
settlement thereof (each with respect to the activities of [***] or its licensees (other
than [***] or its licensees (other than [***]))) or pursuant to any litigation or other
dispute shall be borne [***], with the exception that [***] (“[***]”) shall be borne by
[***] and any [***] shall be borne [***]. [***] shall [***] with respect to the activities
of it and its licensees (other than [***]). For the avoidance of doubt, [***]. Otherwise,
[***] shall pay any amounts due hereunder within [***] ([***]) [***] of invoice.
	 
	8.9.	 	Defense and Settlement of Third Party Claims – Post-Option Exercise. Following the
Amgen Option Effective Date, (i) Amgen shall have the right, but not the obligation, to assume
control of the defense and/or settlement of any matters then being handled by CK pursuant to
Section 8.8 in the Territory at Amgen’s sole cost going forward, and (ii) if a Third Party
asserts that a Patent Right or other right owned by it is infringed by the manufacture, use,
sale or importation of any Compound in the Territory, Amgen shall have the sole right to
defend against any such assertions at Amgen’s sole cost. Amgen shall have the sole right to
control the defense of any such Third Party claims at Amgen’s sole cost and to elect to settle
such claims. CK shall assist Amgen and cooperate in any such litigation at Amgen’s request,
and Amgen shall reimburse CK [***] costs incurred in connection therewith. CK may join any
defense pursuant to this Section 8.9, with its own counsel. Amgen shall not [***] without
CK’s prior written consent, not to be unreasonably withheld or delayed. Should Amgen fail to
defend against any such assertion, CK shall have the right to do so, at CK’s sole cost and
expense. Amgen shall assist CK and cooperate in any such litigation at CK’s request, and CK
shall reimburse Amgen [***] costs incurred in connection therewith. Amgen may join any such
defense brought by CK pursuant to this Section 8.9, with its own counsel. CK shall not [***]
without Amgen’s prior written consent, not to be unreasonably withheld or delayed. CK shall
give Amgen prompt written notice of any allegation by any Third Party that a Patent Right or
other right owned by it is infringed by the manufacture, use, sale or importation of any
Compound. Notwithstanding any of the foregoing, with respect to [***], [***] shall have the
right to control the defense and settlement of any such claims (subject to consultation with
[***]) and the costs of defense and any payments in settlement thereof or pursuant to any
litigation or other dispute (each with respect to the activities of [***] or its licensees
(other than [***] or its licensees (other than [***]))) shall be borne [***], with the





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	 	 	exception that [***] shall be borne by [***] and any [***] shall be borne [***]. [***]
shall [***] with respect to the activities of it and its licensees (other than [***]). For
the avoidance of doubt, [***]. Otherwise, [***] shall pay any amounts due hereunder within
[***] ([***]) [***] of invoice.
	 
	8.10.	 	Enforcement. Each Party shall promptly notify the other Party in writing if it
reasonably believes that any Collaboration Patent Right is infringed or misappropriated by a
Third Party.
	 
	8.10.1.	 	Pre-Option Exercise. Prior to the Amgen Option Effective Date (and thereafter with respect
to the foreign counterparts to Collaboration Patent Rights outside the Territory), CK shall
have the sole right, but not the obligation, to bring and control the enforcement and defense
of the Collaboration Patent Rights, including the right to settle related claims and actions,
at its own cost and expense and using counsel of its choice, in consultation with Amgen and
the Patent Subcommittee and subject to any decisions of the Patent Subcommittee. Amgen shall
reasonably cooperate, as requested by CK, with respect to such enforcement and defense
actions, and CK shall reimburse Amgen [***] costs incurred in connection therewith. CK shall
keep Amgen and the Patent Subcommittee informed of the progress of any such enforcement
action. Without limiting the foregoing, CK shall keep Amgen advised of all material
communications, actual and prospective filings or submissions regarding such action, and shall
provide Amgen copies of and an opportunity to review and comment on any such communications,
filings and submissions. CK shall not [***] without Amgen’s prior written consent, not to be
unreasonably withheld or delayed.
	 
	8.10.2.	 	Post-Option Exercise. Following the Amgen Option Effective Date, Amgen shall have the sole
right, but not the obligation, to bring and control enforcement and defense of the
Collaboration Patent Rights in the Territory, at its own cost and expense and using counsel of
its choice, in consultation with CK and the Patent Subcommittee. CK shall reasonably
cooperate, as requested by Amgen, with respect to such enforcement actions, and Amgen shall
reimburse CK [***] costs incurred in connection therewith. Amgen shall keep CK informed of
the progress of any such enforcement action. Without limiting the foregoing, Amgen shall keep
CK advised of all material communications, actual and prospective filings or submissions
regarding such action, and shall provide CK copies of and an opportunity to review and comment
on any such communications, filings and submissions. Amgen shall not [***] without CK’s prior
written consent, not to be unreasonably withheld or delayed.





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	8.11.	 	Allocation of Recoveries. All cash amounts (plus the fair market value of all
non-cash consideration) received by a Party from a Third Party in connection with the final
judgment, award or settlement of any enforcement with respect to any Collaboration Patent
Right (“Recoveries”) shall first be applied to reimbursement of the unreimbursed legal fees
and expenses incurred by the Parties. Any Recoveries left over after such reimbursement
shall (i) if received prior to the Amgen Option Effective Date, be allocated [***] percent
([***]%) to CK and [***] percent ([***]%) to Amgen, and (ii) if received following the
Amgen Option Effective Date, be allocated to [***] percent ([***]%) to Amgen, and [***]
percent ([***]%) to CK (provided, that [***]).
	 
	8.12.	 	Trademarks. After the Amgen Option Effective Date, Amgen shall solely own all
right, title and interest in and to any trademarks adopted for use with the Compounds within
the Territory, and shall be responsible for the registration, filing, maintenance and
enforcement thereof. CK shall not at any time do or authorize to be done any act or thing
which is likely to materially impair the rights of Amgen therein, and shall not at any time
claim any right of interest in or to such marks or the registrations or applications therefor.
Amgen shall grant CK, without charge, any trademark licenses necessary for CK’s conduct of
commercialization activities contemplated in the Territory hereunder with respect to any
Compound. CK shall solely own all right, title and interest in and to any trademarks adopted
for use with the Compounds outside the Territory (other than pre-existing trademarks of
Amgen), and shall be responsible for the registration, filing, maintenance and enforcement
thereof. Amgen shall not at any time do or authorize to be done any act or thing which is
likely to materially impair the rights of CK therein, and shall not at any time claim any
right of interest in or to such marks or the registrations or applications therefor. With
respect to a Compound for which CK has [***] Co-Invested, the labeling, packaging and
materials for such Compound shall include CK’s trademarks and logos in equal prominence with
those of Amgen.
	 
	8.13.	 	No Implied Licenses. Each Party acknowledges that the rights and licenses granted
under this Agreement are limited to the scope expressly granted, and all other rights are
expressly reserved.
	 
	8.14.	 	Patent Term Extensions. Each Party shall provide reasonable assistance to the other
in connection with obtaining patent term extensions or related extensions of rights, including
supplementary protection certificates (“SPCs”) and similar rights, where applicable to the
Compound in (and, in the case of assistance to be provided to CK, outside) the Territory. To
the extent reasonably and legally required in order to obtain an SPC in a particular country
of the Territory, each Party shall make available to the other a copy of the necessary
documentation to enable such other Party to use the same for the purpose of obtaining the SPC
in such country.
	 
	8.15.	 	Acquisition of Licenses by CK. In the event CK contemplates acquisition of any
license of any Third Party intellectual property or proprietary right necessary or useful for
the conduct of the Collaboration and such license would require payment by CK to such Third
Party, it shall so inform Amgen and the Parties shall discuss





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	 	 	and agree whether: (i) such
license shall be obtained by CK and whether the rights
obtained shall be included in the definition of CK Intellectual Property hereunder, in
which case, if the Parties agree such rights shall be included in the definition of CK
Intellectual Property hereunder, then Amgen shall reimburse CK for payments made by CK to
such Third Party on account of the activities of Amgen hereunder, in an amount agreed by
the Parties, subject to Section [***] (ii) Amgen shall obtain a license directly from such
Third Party with respect to Amgen’s activities hereunder subject to Section [***]; or (iii)
neither Party shall obtain such license. Should the Parties fail to agree on the
foregoing, CK shall have the right to obtain such Third Party license at its own cost and
the rights licensed thereunder shall not be included in the definition of CK Intellectual
Property. Notwithstanding any of the foregoing, with respect to [***], [***] shall have
the right to control any license negotiation (subject to consultation with [***]) and any
payments under any such license (each with respect to the activities of [***] or its
licensees (other than [***] or its licensees (other than [***]))) shall be borne [***],
with the exception that [***] shall be borne by [***] and any [***] shall be borne [***].
[***] shall [***] with respect to the activities of it and its licensees (other than
[***]). For the avoidance of doubt, [***]. Otherwise, [***] shall pay any amounts due
hereunder within [***] ([***]) [***] of invoice.






	9.	 	Grant of License
	 
	9.1.	 	Grant of License by CK. Subject to the terms and conditions of this Agreement,
CK hereby grants Amgen:
	 
	9.1.1.	 	Research Licenses. A non-exclusive, royalty-free right and license under the CK
Intellectual Property to research Compounds in the Territory within the Field in accordance
with the Research Plan; and
	 
	9.1.2.	 	Commercial License. Effective as of the Amgen Option Effective Date, an exclusive (even as
to CK, except as expressly provided in Section 9.3 of this Agreement) right and license, with
the right to sublicense, under the CK Intellectual Property to research, develop,
commercialize, make, have made, use, sell, offer for sale, import and otherwise exploit
Compounds within the Field in the Territory. CK shall not offer any license under the CK
Intellectual Property for use in the Field in the Territory to any Third Party to (and shall
not itself, or through any Third Party) research, develop, commercialize, make, have made,
use, sell, offer for sale, import or otherwise exploit Compounds within the Field in the
Territory except as expressly provided herein.
	 
	9.1.3.	 	Limitations on Use. Unless otherwise agreed between the Parties in writing, Amgen shall
have no right to utilize the CK Intellectual Property outside the Territory. In addition,
Amgen shall not utilize the [***] unless and until [***] by [***] pursuant to Section [***],
or [***] by [***] pursuant to Section [***] or





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	 	 	[***] by [***] pursuant to Section [***] and, in such case, shall only utilize such [***]
and only [***] in this Agreement, but in no event [***].






	9.2.	 	Grant of License by Amgen. Subject to the terms and conditions of this Agreement,
Amgen hereby grants CK:
	 
	9.2.1.	 	Research and Development License. A non-exclusive, royalty-free, worldwide right and
license under the Amgen Patent Rights and Amgen’s interest in any Amgen Joint Patent Rights to
research and develop Compounds within the Field for use solely in the Territory in each case
in accordance with the Research Plan and Development Plan, as applicable;
	 
	9.2.2.	 	Commercial License. Upon CK’s [***] Co-Investing with respect to a Compound, a
non-exclusive, royalty-free right and license under Amgen Patent Rights to perform such
activities with respect to such Compound in accordance with Article 5 in accordance with the
applicable Commercialization Plan; and
	 
	9.2.3.	 	[***]. An exclusive right and license [***], with the right to sublicense, under the Amgen
Patent Rights and Amgen Joint Patent Rights to [***] ([***]) (each, a “[***] Compound”) within
the Field [***], in each case within the Field [***], subject to [***] of Section [***].
[***] with respect to [***] Compounds activities [***] as expressly permitted pursuant to
Section 2.6 of this Agreement. Without limiting Article [***], Amgen shall not [***] to
conduct the activities expressly permitted pursuant to Section 2.6 or to [***].
	 
	9.3.	 	Exercise of Retained Rights. CK shall retain the right (itself or through Third
Parties to the extent expressly allowed herein) to exercise rights under the CK Intellectual
Property solely in the performance of the Collaboration, expressly in accordance with this
Agreement and the relevant Plans.
	 
	9.3.1.	 	[***]. CK shall further retain the right (itself or through Third Parties to the extent
expressly allowed herein) to exercise rights under the CK Intellectual Property to [***]
Compounds in the Territory solely for the purpose of the [***] Compounds solely for
application [***] and solely in accordance with Section 2.6.




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	9.4.	 	Sublicensing. The license under Section 9.1 includes the right to sublicense within
the scope thereof; subject to the next succeeding sentence. Amgen shall not exercise its
right to sublicense in any market where Amgen or its Affiliates has sufficient sales and
marketing capabilities, including in the U.S. and European Union (“Amgen Controlled
Territories”) except (i) as reasonably necessary to comply with Law or (ii) as mutually agreed
by the Parties hereto. For clarity, it is understood and agreed that, except as provided in
the previous sentence, Amgen (itself or through its Affiliates) shall be responsible for
carrying out the development and commercialization of the Compounds in each of the Amgen
Controlled Territories; provided that, nothing herein shall prevent Amgen from utilizing
contractors (e.g., contract research organizations, manufacturers, distributors, wholesalers,
contract sales forces) in any Amgen Controlled Territories provided that Amgen remains
primarily responsible for the activities of any such contractors and (A) Amgen (or its
Affiliate) books sales of Compounds in each Amgen Controlled Territory and (B) marketing and
promotion of Compounds in each Amgen Controlled Territory are primarily under trademarks
controlled by Amgen or its Affiliate. Amgen shall promptly notify CK of the grant of each
sublicense (other than any sublicense with a contractor) and provide CK a copy of the final
executed sublicense agreement, redacted for information not pertinent to this Agreement
(including financial numbers). Any sublicense agreement with a licensee for the sublicense of
CK Intellectual Property hereunder shall obligate such licensee to comply with all relevant
restrictions, limitations and obligations in this Agreement.
	 
	9.5.	 	Paid-Up License. Upon the expiration of the Royalty Term with respect to a Compound
in a country, the license granted to Amgen hereunder shall become fully paid-up and perpetual
for such Compound in that country.
	 
	9.6.	 	Cross License. In the event that [***], in [***], shall determine it is necessary to
grant a sublicense, or a covenant not to sue under any Collaboration Patent, to any Third
Party in a country of the Territory in order for [***] to make, have made, use, sell, lease,
offer to sell or lease, or import, export or otherwise exploit, transfer physical possession
of or otherwise transfer title of a Compound, and wherein no compensation or consideration
other than the cross-licenses is exchanged between [***] and such Third Party as a result
thereof, [***] shall have the right to grant such sublicense or covenant not to sue to such
Third Party solely in connection with the manufacture or commercialization of Compounds in the
Territory. For purposes of the determination of [***] of Compounds and the [***] thereon and
[***] with respect to such Compounds [***] under this Agreement, [***] shall not include [***]
of such Third Party receiving such sublicense or covenant not to sue.





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	10.	 	Amgen Option
	 
	10.1.	 	Amgen’s Option. Amgen shall have the exclusive option to obtain the exclusive
(even as to CK, except as provided in Section 9.3) license described in Section 9.1.2 and
other rights as set forth herein. Such option shall be exercisable by Amgen, by delivery of
written notice thereof from Amgen to CK, at any point prior to such option’s expiration
pursuant to Section 10.2 below. Notwithstanding any other provision of this Agreement CK
shall, during the pendency of the Amgen Option, use [***] to achieve the requirements of
Schedule 10.2.1 with respect to CK-452 and if such results are achieved and that data [***] of
CK-452 [***], then CK may trigger the provisions of Section 10.2.1. Within the [***] ([***])
[***] exercise period referenced in Sections 10.2.1, 10.2.3, 10.2.4 or 10.2.5, CK [***].
	 
	10.2.	 	Option Exercise and Expiration. The Amgen Option may be exercised and shall, if
unexercised, expire as follows:
	 
	10.2.1.	 	Standard Option Trigger. Amgen may exercise the Amgen Option within [***] ([***]) [***]
following CK’s provision to Amgen [***] of the [***] for CK-452 (together with such [***] as
CK may provide) that [***] of CK-452 [***] and written notice that (i) CK intends to trigger
the provision of this Section 10.2.1 and (ii) CK intends to [***] (“[***]”). In the event
that Amgen does not exercise the Amgen Option following such notice from CK by written notice
to CK within such [***] ([***]) [***] period (and subsequent payment of the amount set forth
in Section 13.2, as provided in such Section 13.2), then Amgen shall not exercise the Amgen
Option unless (x) [***] or (y) [***] under either Section 10.2.3 or 10.2.4 (“[***]”). Should
CK [***] for CK-452 prior to [***], following CK’s triggering of this Section 10.2.1, and
Amgen has not previously exercised the Amgen Option in accordance with this Agreement, then
the Amgen Option shall expire, the provisions of Section 18.4 shall apply, and CK shall be
responsible for payments to Amgen as set forth in Section 18.4.2.
	 
	10.2.2.	 	Amgen Exercise. Unless there shall have been an earlier [***] as set forth in Section
10.2.1 above, or expiration of the Amgen Option as set forth in Section 10.2.1, 10.2.3, 10.2.4
or 10.2.5, Amgen shall have the right to exercise the Amgen Option at any time prior to [***]
by written notice to CK (and subsequent payment of the fee set forth in Section 13.2, as
provided in such Section 13.2). CK shall provide Amgen with any data then in possession and
control of CK as reasonably requested by Amgen, to determine whether it desires to exercise
the Amgen Option under this Agreement.






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	10.2.3.	 	Accelerated Option Trigger. CK shall have the right, at any time [***], to provide to Amgen
such portion of the [***], together with written notice to Amgen that CK is [***]. Amgen
shall have the right to exercise the Amgen Option [***] within [***] ([***]) [***] following
CK’s provision of such data and notice to Amgen by written notice to CK. In the event that
Amgen does not exercise the Amgen Option following such notice from CK by written notice to CK
within such [***] ([***]) [***] period, then the Amgen Option shall expire and the provisions
of Section 18.3 shall apply.
	 
	10.2.4.	 	Option [***]. Unless there shall have been an earlier exercise or expiration of the Amgen
Option, CK shall have the right, at any time [***], to [***] of the Amgen Option by delivery
of: (i) written notice to Amgen within such period [***] (a “[***] Notice”); and (ii) such
portion of the [***]. Upon receipt of the [***] Notice, Amgen shall, within [***] ([***])
[***] thereafter, provide written notice to CK stating whether: (x) Amgen shall exercise the
Amgen Option [***] Notice (or [***] therein); or (y) whether Amgen shall [***] Notice (or
[***] therein), in which event [***] within [***] ([***]) [***] of such notice from Amgen and,
upon receipt of such [***] by [***], the Amgen Option shall terminate and the provisions of
Section 18.3 shall apply. In the event that Amgen shall exercise the Amgen Option as set
forth in this Section 10.2.4, then Amgen shall pay [***] according to the procedures and with
the timing set forth in Section 13.2 ([***] set forth in Section 13.2).
	 
	10.2.5.	 	Expiration of [***]. In the event that, [***], the Amgen Option has not earlier been
exercised or expired pursuant to this Section 10.2 (without regard to any [***]), then: (i) CK
shall provide to Amgen such portion of the Schedule 10.2.1 Data Package as then exists and is
in CK’s or its Affiliate’s (or their respective agents) possession or control; and (ii) Amgen
may exercise the Amgen Option by written notice to CK [***]. In the event that Amgen does not
exercise the Amgen Option within [***] ([***]) [***] after such [***] and provision of the
data by CK as set forth in subsection (i) above, then the Amgen Option shall expire and the
provisions of Section 18.3 shall apply.






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	10.3.	 	[***]. CK agrees that Amgen shall have an opportunity to [***], within
[***] ([***]) [***] after CK provides to Amgen the [***] or portion thereof pursuant to the
applicable provision of Section 10.2, [***] to enable Amgen to understand reasonably the
information and results described in the Schedule 10.2.1 Data Package or otherwise determine
whether to exercise the Amgen Option. CK agrees that it will [***]. The [***] ([***]) [***]
period for the exercise of the Amgen Option set forth in Section 10.2 shall [***] requested
hereunder.
	 
	10.4.	 	Effect of Exercise. The Amgen Option shall become effective on the Amgen Option
Effective Date. On the Amgen Option Effective Date, the relevant provisions of this Agreement
specified herein to become effective on or after the Amgen Option Effective Date shall become
effective as specified herein, provided, however, that in the event of any exercise by Amgen
of the Amgen Option pursuant to Section 10.2.3, 10.2.4 and 10.2.5 of this Agreement, then
notwithstanding anything herein to the contrary [***]. For the avoidance of doubt, the
Parties acknowledge that the provision of the data referenced on Schedule 10.2.1 [***]. On
and after the Amgen Option Effective Date, Amgen shall be responsible for, and [***] with
respect to, all development, regulatory, patent and intellectual property, manufacturing and
commercial activities, and all other activities under this Agreement other than pre-clinical
research (which shall be governed by the JRC), with significant CK participation in certain
matters through the respective committees pursuant to Article 2. Amgen shall have the right
to terminate the exercise of the Amgen Option and this Agreement pursuant to Section 18.2 at
any time (in which case the Amgen Option shall be deemed not to have been exercised) on or
before the Amgen Option Effective Date by written notice to CK.
	 
	10.5.	 	Maintenance of Program. CK agrees that, between the Effective Date and the earlier
of: (i) the Amgen Option Effective Date or (ii) the expiration of the Amgen Option
(“Maintenance Period”), unless Amgen otherwise provides its prior written consent, CK shall,
and shall cause each of its Affiliates to, (x) use [***] to [***] of the [***], (y) conduct
[***] the [***], the [***] of the [***] and (z) [***], including [***].






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	11.	 	CK Co-Invest Option
	 
	11.1.	 	Option. On a Compound-by-Compound basis, CK shall have an option to co-invest
in the Phase III development of each Compound [***]. Such Co-Invest Option shall be
exercisable at any time prior to [***] ([***]) [***] after CK’s receipt of (i) a notice from
Amgen of [***] with respect to a Compound and (ii) a [***] (the “CK Option Notice Date”);
provided that the CK Option Notice Date shall be no earlier than [***] for such Compound. To
exercise the Co-Invest Option, CK shall (x) prior to the expiration of such [***] ([***])
[***] exercise period deliver to Amgen written notice of CK’s exercise of the option and [***]
of such exercise (i.e. [***]) and (y) pay the [***] for which CK has exercised. Such [***]
shall be payable in [***] installments, the first of which shall be payable at the time CK so
exercises its option and each of the remaining [***] installments shall be payable within
[***] ([***]) [***] of the start of each subsequent [***] (such that [***] installment of such
remaining installments is paid during each [***] for [***]). Should CK [***] exercise such
option (i.e. exercise for [***] but less than [***]) then it shall have the right to, by
written notice to Amgen, thereafter exercise [***] by written notice to Amgen of such exercise
within [***] ([***]) [***] after the date CK first exercised its option with respect to such
Compound. Any such additional [***] payable to Amgen shall be divided [***] among the
remaining original installment payments for such Compound.
	 
	11.2.	 	Effect of Exercise. Upon exercise of the Co-Invest Option as provided for in
Section 11.1, CK shall be entitled to a royalty adjustment for the relevant Compound as
described in more detail in Section 13.5. In addition, should CK [***] Co-Invest for a given
Compound, it shall have the right to co-promote such Compound in accordance with Section 5.5.
	 
	11.3.	 	Failure to Exercise. Should CK fail to exercise the Co-Invest Option within the
exercise period in accordance with Section 11.1 for a given Compound, CK’s Co-Invest Option
for such Compound shall expire.
	 
	11.4.	 	Abandonment. In the event that Amgen abandons development of a Compound for which
CK has elected to co-invest pursuant to Article 11 of this Agreement, CK shall have the option
to discontinue future payments in relation to such co-investment with respect to such
Compound, provided, however, that [***], and provided further that in the event that Amgen
subsequently Initiates another Phase III Trial or resumes a suspended Phase III Trial for such
Compound then CK’s obligation to make such payments shall be reinstated.







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	12.	 	Purchase of Equity




The Parties shall enter into the Share Purchase Agreement as of the Effective Date.





	13.	 	Payments
	 
	13.1.	 	License and Technology Access Fee. Amgen shall pay CK a non-refundable license
and technology access fee in the amount of $42,000,000 on or before January 15th,
2007.
	 
	13.2.	 	Option Payment. In the event that Amgen exercises the Amgen Option pursuant to
Section 10.2.1 or 10.2.2 (and [***]), it shall pay CK an amount equal to $50,000,000 ([***]).
Such payment shall not be due and payable unless and until the Amgen Option Effective Date
occurs, in which case the payment shall be made by Amgen within [***] ([***]) [***] following
receipt of invoice thereafter from CK pursuant to Section 13.12. Notwithstanding the
foregoing, if Amgen exercises the Amgen Option pursuant to Section 10.2.3, 10.2.4 or 10.2.5,
and [***], then Amgen shall pay to CK the amount of $50,000,000 within [***] ([***]) [***]
after the [***] pursuant to exercise of the Amgen Option pursuant to Section 10.2.4.
	 
	13.3.	 	Milestones. Subsequent to the Amgen Option Effective Date, Amgen shall pay CK the
following [***] milestone payments set forth in this Section 13.3.
	 
	13.3.1.	 	Milestone Amounts – Development and Approval of CK-452. Subject to the provisions of this
Section 13.3, Amgen shall pay CK the amounts set forth on Table 13.3.1 below on [***]
occurrence of the following events subsequent to the Amgen Option Effective Date with respect
to CK-452:





Table 13.3.1




	 	 	 	 	 
	Milestone Event	 	Amount Payable ([***])	 	Amount Payable ([***])
	[***]
	 	$[***]	 	$[***]
	[***]
	 	$[***]	 	$[***]
	[***]
	 	$[***]	 	$[***]
	[***]
	 	$[***]	 	$[***]
	[***]
	 	$[***]	 	$[***]







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	13.3.2.	 	Milestone Amounts – Development and Approval of [***]. Subject to the provisions of this
Section 13.3, Amgen shall pay CK the amounts set forth in Table 13.3.2 below on [***]
occurrence of the following events subsequent to the Amgen Option Effective Date with
respect to [***] that achieves any such milestone within the Collaboration [***] within the
Collaboration (or, with respect to [***] Milestones as designated in the chart below,
[***]):





Table 13.3.2




	 	 	 	 	 
	Milestone Event	 	Amount Payable ([***])	Amount Payable ([***])
	[***]*

	 	$[***]
	 	$[***]
	[***]*

	 	$[***]
	 	$[***]
	[***]

	 	$[***]
	 	$[***]
	[***]

	 	$[***]
	 	$[***]
	[***]

	 	$[***]
	 	$[***]
	[***]

	 	$[***]
	 	$[***]
	[***]

	 	$[***]
	 	$[***]
	[***]

	 	$[***]
	 	$[***]








 




			
	Note:	 	the milestones indicated with an * above are referred to as
“[***] Milestones” in this Section 13.3.2.
	 
	(a)	 	Notwithstanding the foregoing in this Section13.3.2, in the event that the Amgen
Option is exercised and [***] (i.e., the Amgen Option is exercised pursuant to (i) Section
[***], (ii) Section [***], or (iii) Section [***] and [***]), then the [***] Milestones
shall [***] and Amgen shall have [***] Milestones.
	 
	(b)	 	In addition, should CK-452 achieve a particular milestone pursuant to Section 13.3.1
[***] or [***] (but not [***]), then the first Compound other than CK-452 that is (a)
[***], if CK-452 achieved such milestone [***] or (b) [***], if CK-












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	 	 	452 achieved such milestone [***], shall receive the relevant payment amount set forth in
Table 13.3.1 for achievement of the same milestone (e.g. if [***] for CK-452 [***] (but not
[***]), then the first Compound other than CK-452 shall, if [***], earn a milestone payment
of $[***] upon [***]).
	 
	(c)	 	Subject to Paragraph (a) above, if [***] Milestone was met before the Amgen Option
Effective Date and a payment would be due for such [***] Milestone in accordance with this
Section 13.3 if it were met immediately after such Amgen Option Effective Date, then the
payment for such [***] Milestone shall be paid by Amgen within [***] ([***]) [***] after
the Amgen Option Effective Date.
	 
	13.3.3.	 	Milestone Amounts – Development and Approval of [***]. Subject to the provisions of this
Section 13.3, Amgen shall pay CK the amounts set forth in Table 13.3.3 below on the occurrence
of the following events subsequent to the Amgen Option Effective Date with respect to any
Compounds, other than CK-452 and other than any Compound for which such corresponding
milestone has been paid pursuant to Section 13.3.2 above, that achieve such milestones within
the Collaboration:





Table 13.3.3




	 	 	 	 	 
	Milestone Event	 	Amount Payable ([***])	 	Amount Payable ([***])
	[***]

	 	$[***]
	 	$[***]
	[***]

	 	$[***]
	 	$[***]
	[***]

	 	$[***]
	 	$[***]
	[***]

	 	$[***]
	 	$[***]
	[***]

	 	$[***]
	 	$[***]





Subsequent to the first achievement of a milestone under this Section 13.3, in order for a
different Compound to be eligible to trigger a milestone payment under this Section 13.3.3 for the
same corresponding milestone event, such Compound must meet the following two conditions: (i) such
Compound [***] (and therefore a [***]) from [***] and [***], subject to Section [***]; and (ii)
such Compound [***] for which [***] and [***]. For purposes of this Section, a [***] is [***].



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	13.3.4.	 	Bundled or [***] Compounds. In the event a Compound is bundled together with another
Compound, milestones under Section 13.3.2 or 13.3.3, as the case may be, shall be payable
where the foregoing conditions are satisfied by either Compound. It is understood that the
same Compound can be [***], and that a Compound that is [***] can achieve the applicable
milestones under this Section 13.3 for [***] and the applicable milestones under this Section
13.3 for [***]. Prior to the initiation of a milestone event in Section 13.3.1, 13.3.2 or
13.3.3 with respect to a Compound within the Collaboration, the [***] whether such Compound is
[***], but shall have the right to [***] thereafter.
	 
	13.3.5.	 	Maximum Milestones. In the event the Amgen Option is exercised and the [***] following the
Amgen Option Effective Date for [***] is [***] (i.e., the Amgen Option is exercised pursuant
to (i) Section [***], (ii) Section [***], or (iii) Section [***] and the [***] is [***]), then
the maximum aggregate milestones payable pursuant to Section 13.3 (not inclusive of the
milestones payable pursuant to Section [***] or [***]) in total is [***] and in no event shall
Amgen be obligated to pay more than [***] pursuant to this Section 13.3 in the aggregate (not
inclusive of the milestones payable pursuant to Section [***] or [***]). In the event the
Amgen Option is exercised and the [***] following the Amgen Option Effective Date for [***] is
[***] (i.e., the Amgen Option is exercised pursuant to (i) Section [***], (ii) Section [***]
and the [***] is [***], or (iii) Section [***]), then the maximum aggregate milestones payable
pursuant to Section 13.3 (not inclusive of the milestones payable pursuant to Section [***] or
[***]) in total is $[***] and in no event shall Amgen be obligated to pay more than $[***]
pursuant to this Section 13.3 (not inclusive of the milestones payable pursuant to Section
[***] or [***]) in the aggregate. Notwithstanding anything herein to the contrary, in no
event shall the achievement of a milestone under Section [***],[***] or [***] by a Compound
result in an obligation to pay milestones for the achievement thereof under more than one
Section of this 13.3.
	 
	13.3.6.	 	Allowance for Previously Paid Milestone(s). [***]. Prior to [***] for a Compound [***],
for purposes of the foregoing milestones, unless otherwise [***], such Compound shall be
deemed [***] based on the [***] that triggered the particular milestone (i.e., assuming such
[***]).
	 
	13.3.7.	 	Milestone Amounts – Commercialization Following [***] of [***]. Subject to the provisions
of this Section 13.3, in the event the Amgen






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	 	 	Option is exercised and the [***] following the Amgen Option Effective Date for [***] is
[***] (i.e., the Amgen Option is exercised pursuant to (i) Section [***], (ii) Section
[***], or (iii) Section [***] and the [***] is [***]), then Amgen shall pay CK the
following [***] milestones on [***] achievement of the relevant milestone subsequent
to the Amgen Option Effective Date, based on the total Net Sales in the Territory for [***]
in a calendar year:





Table 13.3.7




	 	 	 
	Annual Net Sales Amount	 	Milestone Amount
	Annual Net Sales [***]
	 	[***]
	Annual Net Sales [***]
	 	[***]







	13.3.8.	 	Milestone Amounts – Commercialization Following [***] of [***]. Subject to the provisions
of this Section 13.3, in the event the Amgen Option is exercised and the [***] following the
Amgen Option Effective Date for [***] is [***] (i.e., the Amgen Option is exercised pursuant
to (i) Section [***], (ii) Section [***] and the [***] is [***], or (iii) Section [***]), then
Amgen shall pay CK the following [***] milestones on [***] achievement of the relevant
milestone subsequent to the Amgen Option Effective Date, based on the total Net Sales in the
Territory for [***] in a calendar year:





Table 13.3.8




	 	 	 
	Annual Net Sales Amount	 	Milestone Amount
	Annual Net Sales [***]
	 	[***]
	Annual Net Sales [***]
	 	[***]







	13.3.9.	 	Notices regarding Milestone Events. Amgen agrees to promptly notify CK of the occurrence
of each milestone event under this Section 13.3.
	 
	13.4.	 	Royalty.
	 
	13.4.1.	 	Royalties [***]. Subsequent to the Amgen Option Effective Date, Amgen shall pay CK the
following royalty amounts with respect to CK-452 and all Compounds sold [***] (provided,
however, that in the event that Compounds [***] then the royalty rates in Table 13.4.2 shall
be applied instead of those set forth in Table 13.4.1






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	 	 	[***] the rates in Table 13.4.1 shall apply), on a Compound-by-Compound basis, based on
annual Net Sales of such Compound in the Territory by or for Amgen, its Affiliates or
licensees during the applicable Royalty Term:





Table 13.4.1




	 	 	 
	Annual Net Sales Amount	 	Royalty Percentage
	[***]

	 	[***]%
	[***]

	 	[***%
	[***]

	 	[***]%
	[***]

	 	[***]%







	13.4.2.	 	Royalties [***]. Subsequent to the Amgen Option Effective Date, and subject to
Section 13.4.1, Amgen shall pay CK the following royalty amounts with respect to all Compounds
sold [***], on a Compound-by-Compound basis, based on annual Net Sales of such Compound in the
Territory by or for Amgen, its Affiliates or licensees during the applicable Royalty Term:





Table 13.4.2




	 	 	 
	Annual Net Sales Amount	 	Royalty Percentage
	[***]

	 	[***]%
	[***]

	 	[***]%
	[***]

	 	[***]%
	[***]

	 	[***]%







	13.4.3.	 	Calculation of Net Sales. In calculating Net Sales:






	 	13.4.3.1.	 	Any [***] of Compounds for, or use of Compounds in, [***], [***], or [***] to
[***] shall not be included in Net Sales;






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	 	13.4.3.2.	 	Where a Compound is sold together with other pharmaceutical products
(including another Compound) for a single price (regardless of their packaging) (a
“Bundle”), then for the purposes of calculating the Net Sales under this
Agreement, such Compound shall be deemed to be sold for an amount equal to [***],
where: [***]; [***]; and [***]. In the event that the Compound or one or more of
the other pharmaceutical products in the Bundle are [***], the Parties shall [***]
to determine an equitable fair market price to apply to such Compound.






	13.4.4.	 	[***]. If [***] obtains a [***] (including pursuant to Section [***], Section [***], or
Section [***]) in order to research, develop, manufacture, use or sell a Compound, it shall be
entitled to [***] to such [***] with respect to such [***] hereunder, except with respect to
[***] where the [***] and the Parties’ [***] therefor shall be as set forth on Schedule [***].
[***] shall use [***] to discuss with [***] any such [***] to which the foregoing [***] prior
to [***]. In no event shall the foregoing [***] (except as to [***], as to which [***] and
which [***]) [***] by [***] pursuant to this Agreement by [***]. [***] shall be responsible
for [***] to [***] under any [***] between [***] and such [***] with respect to Compounds.
	 
	13.4.5.	 	[***]. In any calendar quarter in which there are, [***] within the Territory, [***] of
[***], then [***] shall have the right to [***] to [***] hereunder for such Compound [***] in
such quarter by [***] hereunder (e.g. from [***]% to [***]%). In no event shall the operation
of this Section 13.4.5 together with any [***] pursuant to Section [***], operate to [***] to
[***] hereunder by [***]; except that with respect to [***] related to a [***], [***] and such
[***].
	 
	13.4.6.	 	Reports. Beginning with the calendar quarter after the First Commercial Sale of the first
Compound within the Collaboration and thereafter for each calendar quarter in which royalties
are payable until the expiration of Amgen’s obligation to pay






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	 	 	royalties hereunder, royalty payments and reports of the sale of Compounds for each
calendar quarter will be calculated and delivered to CK under this Agreement within [***]
([***]) [***] of the end of each such calendar quarter. Each payment of royalties will be
accompanied by a report of Net Sales of Compounds stating: (a) Net Sales of Compounds
during the applicable calendar quarter within the Field in the Territory (detailed
country-by-country, with gross invoiced amounts and Net Sales, to the extent reasonably
available); and (b) a calculation of the royalty payment due hereunder for such calendar
quarter.
	 
	13.4.7.	 	No Wrongful Reductions. Amgen shall not attempt to reduce compensation rightly due to CK
hereunder by shifting compensation otherwise payable to Amgen from a Third Party with respect
to a Compound to another product or service for which no royalties are payable hereunder. The
foregoing shall not prevent Amgen from engaging in its customary discounting practices or
promoting products or services not subject to this Agreement. Except with respect to a [***]
in the Collaboration by [***] pursuant to Section [***], Amgen shall have no milestone or
royalty obligations with respect to products or services not developed and commercialized
pursuant to the Collaboration.
	 
	13.5.	 	Co-Invest Royalty Adjustment. For any Compound with respect to which CK exercises
its Co-Invest Option, the royalty percentages payable by Amgen pursuant to this Agreement with
respect to such Compound (before taking into account any [***] pursuant to Sections 13.4.4 or
13.4.5) shall be increased by the amounts set forth below for [***] ([***]) so co-invested by
CK with respect to such Compound:





Table 13.5




	 	 	 
	Annual Net Sales Amount	 	Royalty Percentage
	[***]

	 	[***]% ([***]%)
	[***]

	 	[***]% ([***]%)
	[***]

	 	[***]% ([***]%)
	[***]

	 	[***]% ([***]%)







	13.6.	 	FTE Payments.
	 
	13.6.1.	 	FTE Payments. The “FTE Rate” shall be $[***] per FTE (as adjusted as set forth below) and
includes all salary, employee benefits, incidental materials and other expenses including
support staff and overhead for or associated with an FTE incurred by such FTEs in performance
of the Research Plan, Development Plan or Commercialization Plan (unless a different FTE Rate
is specified elsewhere herein






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	 	 	with respect to such activities). On or before the first day of each calendar [***] during
the Research Term, after receipt of an invoice from CK therefor [***] ([***]) [***] prior
to such calendar [***] (except for the first [***] or portion thereof of the Research Term,
which invoice shall be given as soon as is practical), Amgen shall pay to CK an amount
equal to the FTE Rate times the number of FTEs specified to be dedicated to the research by
CK in such [***] pursuant to the Research Plan. Within [***] ([***]) [***] following the
end of each calendar [***] during the Research Term, CK shall provide to Amgen a summary of
the CK FTEs applied to the Research Program during such calendar [***], in a form mutually
agreed by the Parties. If the number of CK FTEs applied to the Research Program is less
than the amount of FTEs for which payment is made by Amgen hereunder, then the difference
shall be carried forward and credited against the next payment due to CK under this Section
13.6.1. After the expiration of the Research Term, any unused portion of the FTE funding
provided by Amgen pursuant to this Section shall be, at Amgen’s option, promptly reimbursed
to Amgen or credited against amounts otherwise payable by Amgen hereunder. In addition,
the last calendar [***] during the Research Term shall be appropriately prorated. With
respect to FTEs devoted to activities to be performed by CK pursuant to Section 5.5.4,
within [***] ([***]) [***] after receipt of an invoice from CK therefor, Amgen shall pay to
CK an amount equal to the FTE Rate times the number of FTEs actually dedicated to such
activities in such [***].
	 
	13.6.2.	 	Adjustments. Effective beginning with calendar year 2008, the FTE Rate may, upon thirty
(30) days prior written notice by CK to Amgen, increase no more than once annually, effective
January 1 of each year by the average of the percentage increase, if any, in each of (i)
salaries reported for the current fiscal year by Radford SurveysTM Quarterly Salary Increase
Trend Survey (QSIT)—Biotechnology Edition Base Salary Increase Analysis for Exempt Employees
(Current Fiscal Year Actual (Undiluted) Overall Increases Combined), and (ii) the Consumer
Price Index, for All Urban Consumers for the San Francisco Bay Area, as published by the U.S.
Department of Labor, Bureau of Labor Statistics, in the then current reported year over the
immediately preceding reported year (or in the case of the first such increase, the Effective
Date). Any such increase in the FTE Rate shall be effective on a going-forward basis
hereunder unless and until further modified under this Section.
	 
	13.6.3.	 	Audit. The audit provisions of Section 13.11 (Audits) shall apply to the FTE reporting by
CK to Amgen under this Section 13.6 with respect to the FTE hours worked in the same manner as
such provisions apply to the payments to be paid by Amgen to CK hereunder.
	 
	13.7.	 	Payment [***]. In consideration of the [***] and [***] and other [***] and
the [***], [***] shall pay to [***]: (i) [***] percent ([***]%) of [***] (including [***])
[***] by [***] or its Affiliate from or on behalf of any [***] in consideration of [***] or
[***], including [***]







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	 	 	with respect to such [***], but excluding [***] (A) for [***] for [***] or its Affiliates
with respect to such [***], (B) for [***] ([***]) [***] to such [***], but including [***]
thereof, (C) for [***] or [***] to such [***] to the extent of the [***] therefor, (D) for
[***] for [***] and [***], (E) [***] for [***] or [***], and (F) [***] and its Affiliates
[***] (collectively, “[***]”); and (ii) if [***], [***] percent ([***]%) of [***] of [***]
by [***] or its Affiliates [***] (subject to the provisions of Sections [***], with [***],
and “[***]” replaced by “[***]” and “[***]” replaced by “[***]” in such Sections, provided,
however, that the provisions respecting [***] shall not apply) for, with respect to each
such [***], a period of [***] ([***]) [***] from the [***] or its Affiliate of such [***]
in [***]. Such amounts shall be payable within [***] ([***]) [***] of [***] of the [***]
by [***] (for subsection (i)) or within [***] ([***]) [***] of the end of the calendar
quarter in which such [***] were [***], provided, however, that the [***] of any [***] by
[***] or its Affiliate for such [***] to which [***] is entitled pursuant to subsection (i)
above shall instead be [***] by [***] to [***] after the Amgen Option Effective Date (but
not the [***] pursuant to Section [***]) and, should Amgen not exercise the Amgen Option,
shall be [***]. The [***] provisions of Sections [***] shall apply to the amounts to be
paid by [***] to [***] under this Section in the same manner as these provisions apply to
the corresponding payments to be paid by [***] to [***] hereunder.
	 
	13.8.	 	No Other Compensation. Other than as explicitly set forth (and as applicable) in
this Agreement, Amgen shall not be obligated to pay any additional fees, milestone payments,
royalties or other payments of any kind to CK under this Agreement. Other than as explicitly
set forth (and as applicable) in this Agreement, CK shall not be obligated to pay any
additional fees, milestone payments, royalties or other payments of any kind to Amgen under
this Agreement.
	 
	13.9.	 	Payment Method. All payments made hereunder between the Parties shall be made in
U.S. dollars, except as set forth in Section 13.13. Each Party shall pay all sums due
hereunder by check, wire transfer, or electronic funds transfer (EFT) in immediately available
funds. Each Party will promptly notify the other Party of the appropriate account information
to facilitate any such payments.








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	13.10.	 	Change in Accounting Periods. From time to time, either of the Parties may change
its accounting and financial reporting practices from calendar quarters and calendar years to
fiscal quarters and fiscal years or vice versa. If a Party notifies the other of a change in
its accounting and financial reporting practices from calendar quarters and calendar years to
fiscal quarters and fiscal years or vice versa, then thereafter, beginning with the period
specified in the notice, the payment, reporting and other obligations hereunder related to
calendar quarters and calendar years shall be deemed satisfied by compliance therewith in
accordance with the new reporting periods (fiscal reporting periods or calendar reporting
periods, as the case may be) instead of the previously utilized reporting periods. The
Parties shall cooperate in good faith to minimize any disruption caused by any such change.
	 
	13.11.	 	Audits. Amgen shall keep complete and accurate records pertaining to the
development and sale of Compounds in sufficient detail to permit CK to confirm the accuracy of
all payments due hereunder, and such records shall be open (in such form as may be available
or reasonably requested by the certified public accountant in accordance with this Section
13.11) to inspection for [***] following the end of the period to which they pertain. Not
more than once in any four consecutive calendar quarters, CK shall have the right to cause an
independent, certified public accountant reasonably acceptable to Amgen to audit such records
to confirm Net Sales and royalty and other payments for a period covering not more than the
preceding [***]; provided that, the records for any particular period shall not be subject to
more than one audit hereunder. Such audits may be exercised during normal business hours upon
reasonable prior written notice to Amgen (but in no event less than [***] ([***]) days prior
written notice). CK shall submit an audit plan, including audit scope, to Amgen for Amgen’s
approval, which shall not be unreasonably withheld, prior to audit implementation. The
independent certified public accountant shall keep confidential any information obtained
during such inspection and shall report to CK only the amounts of Net Sales, applicable
deductions and royalties and other payments due and payable, but may include, in the event
such accountant shall be unable to verify the correctness of any such payment, information
relating to why such payment is unverifiable. Amgen shall receive a copy of each such report
concurrently with receipt by CK, which report shall constitute Amgen Confidential Information.
In the event that such payment is unverifiable, Amgen and CK shall use [***] to arrive at an
equitable solution. CK shall bear the full cost of such audit unless such audit discloses an
underpayment of more than [***] percent ([***]%) from the aggregate amount of royalties or
other payments rightfully due for the period audited. In such case, Amgen shall bear the full
cost of such certified public accountant and other documented out-of-pocket costs incurred, to
the extent such costs are reasonable and customary, to perform such audit and shall promptly
remit to CK the amount of any underpayment. Upon the [***] with respect to [***] be required
to






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	 	 	[***]. The independent certified public accountant shall be required to execute Amgen’s
confidential disclosure agreement in standard and customary form prior to performing any
audit procedures or receiving any information from Amgen.
	 
	13.12.	 	Invoices. Except for payments due pursuant to Section 13.1 or 13.4, CK shall
invoice Amgen for all payments due from Amgen to CK under this Agreement. Amgen shall pay the
amounts due within thirty (30) days after receipt of the invoice therefor (or, with respect to
milestone payments, within thirty (30) days after the occurrence of the applicable milestone,
if later or such later period specified in this Agreement).
	 
	 	 	Any invoice submitted to Amgen shall be addressed to:




Amgen

Accounts Payable

PO Box 667

Newbury Park, CA 91319-0667

Attention: Partnership Accounting





	 	 	Invoices not submitted to this address may be subject to delay or return. Each invoice
shall reference an applicable purchase order number that will be communicated by Amgen
within ten (10) business days after the Effective Date.
	 
	13.13.	 	Blocked Currency. If at any time legal restrictions in any country in the Territory
prevent the prompt remittance of any payments with respect to sales in that country, the
paying Party shall have the right and option to make such payments by depositing the amount
thereof in local currency to the receiving Party’s account in a bank or depository in such
country.
	 
	13.14.	 	[***] Standard. In this Agreement, where a Party is required to reimburse
the other Party’s [***] costs or FTEs, such obligation shall be deemed to apply to [***] costs
or FTEs, regardless of whether or not so specified.
	 
	13.15.	 	Taxes.
	 
	13.15.1.	 	Taxes. All excises, taxes, and duties, with the exception of value added taxes (“VAT”),
(collectively, “Taxes”) levied on account of a payment made by a Party to the other Party
pursuant to this Agreement will be the responsibility of and paid by the receiving Party or
shall be subject to the withholding, remittance, and offset provisions of this Section 13.15,
as provided herein.
	 
	13.15.2.	 	Withholding. In the event that laws, rules or regulations require a Party to withhold
Taxes with respect to any payment to be made by such Party (the “Paying Party”) to the other
Party pursuant to this Agreement, the Paying Party will withhold such Taxes from the amount
due and furnish the other Party with proof of payment of such Taxes. The Paying Party will
provide reasonable assistance to the other Party in its efforts to claim an exemption of
Taxes, obtain a refund of Taxes withheld, or obtain a credit with respect to such Taxes paid.
In order for the





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	 	 	receiving Party to secure an exemption from, or a reduction in, any withholding of Taxes,
the receiving Party shall provide to the Paying Party such forms as reasonably required for
each type of payment to be made pursuant to the Agreement for which an exemption from, or a
reduction in any, withholding of Taxes is claimed. In the event a withholding tax is
caused by the change in domicile of a Party such Party shall bear the full cost of such
tax.
	 
	13.16.	 	Late Payment. Any payments or portions thereof due hereunder which are not paid
when due shall bear interest equal to the lesser of the rate equal to the thirty (30) day U.S.
dollar LIBOR rate effective for the date that payment was due, as published by The Wall
Street Journal, Eastern U.S. Edition, on the date such payment was due, or the maximum
rate permitted by Law, calculated on the number of days such payment is delinquent. This
Section 13.16 shall in no way limit any other remedies available to either Party.
	 
	14.	 	Confidentiality
	 
	14.1.	 	Confidentiality; Exceptions. Except to the extent expressly authorized by this
Agreement or otherwise agreed in writing, the Parties agree that, for the term of this
Agreement and for [***] 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 the
other Party pursuant to this Agreement (collectively, “Confidential Information”). For
clarity, Confidential Information of a Party shall include, without limitation, 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:
	 
	14.1.1.	 	was already known to the receiving Party, other than under an obligation of confidentiality
(except to the extent such obligation has expired or an exception is applicable under the
relevant agreement pursuant to which such obligation established), at the time of disclosure;
	 
	14.1.2.	 	was generally available to the public or otherwise part of the public domain at the time of
its disclosure to the receiving Party;
	 
	14.1.3.	 	became generally available to the public or otherwise part of the public domain after its
disclosure and other than through any act or omission of the receiving Party in breach of this
Agreement;
	 
	14.1.4.	 	was independently developed by the receiving Party as demonstrated by documented evidence
prepared contemporaneously with such independent development; or





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	14.1.5.	 	was disclosed to the receiving Party, other than under an obligation of confidentiality
(except to the extent such obligation has expired or an exception is applicable under the
relevant agreement pursuant to which such obligation was established), by a Third Party who
had no obligation to the disclosing Party not to disclose such information to others.
	 
	14.2.	 	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, including the right to
grant licenses or sublicenses as permitted hereunder, (b) to the extent such disclosure is
reasonably necessary or useful in conducting preclinical or clinical trials under this
Agreement; (c) to actual or potential sublicensees; or (d) [***] information as required to
comply with the terms of that certain Exclusive License Agreement dated April 21, 1998, as
modified, among CK, the Regents of the University of California and the Board of Trustees of
the Leland Stanford Junior University; (ii) to the extent such disclosure is to a government
entity as reasonably necessary in filing or prosecuting Patent Right, copyright and trademark
applications in accordance with this Agreement, prosecuting or defending litigation related to
this Agreement, complying with applicable governmental regulations with respect to performance
under this Agreement, obtaining regulatory approval or fulfilling post-approval regulatory
obligations for Compounds, 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 each of
the foregoing, shall use [***] 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. In addition to the foregoing, with
respect to complying with the disclosure requirements of any government agency in connection
with any required filing of this Agreement, the Parties shall consult with one another
concerning which terms of this Agreement shall be requested to be redacted in any public
disclosure of the Agreement, and in any event each Party shall seek reasonable confidential
treatment for any public disclosure by any such agency. Notwithstanding the foregoing, the
Parties shall agree upon and release a mutual press release to announce the execution of this
Agreement in the form attached hereto as Exhibit 14.2B for use in responding to inquiries
about the Agreement; thereafter, CK and Amgen may each disclose to Third Parties the
information contained in such press release without the need for further approval by the
other. Each Party shall additionally have the right to issue additional press releases with
the prior written agreement of the other Party or as required to comply with any Law or by the rules of any stock exchange or





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	 	 	 automated quotation system (in the case of such required disclosure, by providing [***] ([***])
[***]’ notice to the other Party and reasonably considering comments provided by such other
Party within [***] ([***]) [***] after such notice).
	 
	14.3.	 	Prior Agreement. This Agreement supersedes the Mutual Non-Disclosure Agreement
between the Parties dated September 1, 2006, as amended, including any written requests
thereunder, (the “Prior Agreement”) with respect to information disclosed thereunder relating
to the Program. All confidential information exchanged between the Parties under the Prior
Agreement relating to the Program shall be deemed Confidential Information of the disclosing
Party and shall be subject to the terms of this Agreement.
	 
	14.4.	 	Publications. Except as required by applicable Law or court order, any publication
or presentation concerning the activities to be conducted hereunder, including studies or
clinical trials carried out by a Party under this Agreement shall be subject to the oversight,
guidelines and approval of the JDC or a Subcommittee established by the JDC. Such Committee
or Subcommittee shall establish promptly after the Effective Date guidelines that require: (i)
each Party’s timely review of all such publications or presentations, (ii) protection of
Confidential Information and coordination with Amgen or CK prior to any disclosure of
patentable subject matter, (iii) that all such publications and presentations are consistent
with good scientific practice and accurately reflect work done and the contributions of the
Parties, and (iv) that no such publication or presentation be made except to the extent
approved by the JRC (prior to the Amgen Option Effective Date) or the JDC (subsequent to the
Amgen Option Effective Date) in advance in writing. Unless otherwise mutually agreed upon by
the Parties, (A) the Party desiring to publish or present any publication or presentation
concerning the activities to be conducted hereunder (the “Publishing Party”) 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; (B) the Publishing Party 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; (C)
upon request of the Reviewing Party, the Publishing Party shall remove all Confidential
Information of the Reviewing Party (other than that licensed hereunder) from the information
intended to be published or presented; and (D) the Publishing Party shall consider all
reasonable comments made by the Reviewing Party to the proposed publication or presentation.
	 
	14.5.	 	Attorney-Client Privilege. Neither Party is waiving, nor shall be deemed to have
waived or diminished, any of its attorney work product protections, attorney-client privileges
or similar protections and privileges as a result of disclosing information pursuant to this
Agreement, or any of its Confidential Information (including Confidential Information related
to pending or threatened litigation) to the receiving Party, regardless of whether the disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The Parties: (a) share a common





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	 	 	legal and commercial interest in such disclosure that is subject to such
privileges and protections; (b) are or may become joint defendants in proceedings to which
the information covered by such protections and privileges relates; (c) intend that such
privileges and protections remain intact should either Party become subject to any actual
or threatened proceeding to which the disclosing Party’s Confidential Information covered
by such protections and privileges relates; and (d) intend that after the Effective Date
both the receiving Party and the disclosing Party shall have the right to assert such
protections and privileges.
	 
	15.	 	Representations, Warranties and Covenants
	 
	15.1.	 	Mutual Representations, Warranties and Covenants. Each of the Parties hereby
represents, warrants and covenants to the other Party, as a material inducement for such other
Party’s entry into this Agreement, as follows:
	 
	15.1.1.	 	It is duly organized and validly existing under the laws of its jurisdiction of
incorporation and it has full corporate power and authority and has taken all corporate action
necessary to enter into and perform this Agreement;
	 
	15.1.2.	 	This Agreement is a legal and valid obligation binding upon such Party and enforceable in
accordance with its terms. The execution, delivery and performance of the Agreement by such
Party does not conflict with any agreement, instrument or understanding, oral or written, by
which it is bound, nor to its knowledge as of the Effective Date, violate any Law. The person
or persons executing this Agreement on such Party’s behalf has been duly authorized to do so
by all requisite corporate action;
	 
	15.1.3.	 	To its knowledge, as of the Effective Date, other than the notification requirements under
the HSR Act that may be required in the event of exercise of the Amgen Option and clearance of
such exercise thereafter by the FTC or DOJ, no government authorization, consent, approval,
license, exemption of or filing or registration with any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, under any
applicable laws, rules or regulations currently in effect, is or shall be necessary for, or in
connection with, the transaction contemplated by this Agreement or any other agreement or
instrument executed in connection herewith, or (except for FDA or other regulatory approvals,
licenses, clearances and the like necessary for the research, development, manufacture, sales
or marketing of pharmaceutical products) for the performance by it of its obligations under
this Agreement and such other agreements;
	 
	15.1.4.	 	Each Party represents and warrants that it has not been debarred or the subject of
debarment proceedings by any Regulatory Authority. Neither Party shall knowingly use in
connection with the research, development, manufacture or commercialization to take place
pursuant to this Agreement any employee, consultant or investigator that has been debarred or the subject of debarment proceedings
by any Regulatory Authority;
	 
	15.1.5.	 	Each Party covenants to carry out its activities under the Collaboration in compliance with
all applicable Laws; and






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	15.1.6.	 	Each Party covenants to not misappropriate the trade secret of a Third Party in
connection with the performance of its activities under the Collaboration.
	 
	15.2.	 	CK Representations, Warranties and Covenants. CK hereby represents, warrants and
covenants to Amgen, as a material inducement for Amgen’s entry into this Agreement and the
exercise of the Amgen Option, as follows:
	 
	15.2.1.	 	No Conflicting Rights. CK has not granted as of the Effective Date, and during the Term
shall not grant, any right to any Third Party relating to CK Intellectual Property that
conflicts with the rights granted to Amgen hereunder. As of the Effective Date, CK has, and
upon the Amgen Option Effective Date shall have, sufficient legal and/or beneficial title and
ownership under the CK Intellectual Property to fulfill its obligations under this Agreement
and to grant the licenses to Amgen pursuant to this Agreement. CK has no reason to believe
that any of the Patents included in the CK Patent Rights is encumbered, invalid or
unenforceable and, to its knowledge, there is no challenge to its right to use or ownership of
such Patents or any adverse claim of ownership thereof.
	 
	15.2.2.	 	No Encumbrances. As of the Effective Date, no item of CK Intellectual Property is: (i)
in-licensed by CK from a Third Party which license does not provide CK the right to grant
Amgen the rights and licenses granted hereunder under such CK Intellectual Property; or (ii)
subject to any license or other right granted to a Third Party for Compounds in the Field in
the Territory.
	 
	15.2.3.	 	Maintenance of Agreements; Patents. CK has (or shall have at the time performance is due)
maintained and shall maintain and keep in full force and effect all agreements (including
license agreements) and filings (including patent filings (other than those for which Amgen
has responsibility hereunder)) necessary to perform its obligations hereunder. Without
limiting the foregoing, the license agreement between CK, the Regents of the University of
California, and the Board of Trustees of the Leland Stanford Junior University effective April
28, 1998 as modified September 1, 2000, is in full force and effect and there is no existing
breach by CK thereunder or right of termination on the part of the licensors.
	 
	15.2.4.	 	Absence of Litigation, Infringement, Misappropriation. As of the Effective Date, CK is not
aware of any pending or threatened litigation and CK has not received any communication, in
each case, which alleges that CK’s activities with respect to the Compounds in the Field or
any action related to the making, using and selling of Compounds that is contemplated under
this Agreement in the Field would infringe or misappropriate any intellectual property rights
of any Third Party. To CK’s knowledge, there is no unauthorized use, infringement or
misappropriation of any of the CK Intellectual Property.
	 
	15.2.5.	 	Conduct of Research and Development. As of the Effective Date, CK has conducted research
and development of Compounds in accordance with all applicable Law.
	 
	15.2.6.	 	Full Disclosure. As of the Effective Date, CK has not made any intentional
misrepresentation or fraudulent omission to Amgen in responding to Amgen’s questions in
investigating whether or not Amgen would enter into this Agreement.




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	15.3.	 	Amgen Representation and Warranty. As of the Effective Date, Amgen
represents that it has such knowledge and experience in biopharmaceutical, financial and
business matters that it is capable of evaluating the merits and risks of the transactions
contemplated by this Agreement. Amgen has conducted due diligence in entering into this
Agreement and Amgen has relied on its diligence and its own scientific and commercial
experience and its own analysis and evaluation of the transactions contemplated by this
Agreement, and on the representations of CK set forth in this Article 15.
	 
	15.4.	 	Disclaimer of Warranties. EXCEPT AS SET FORTH IN THIS ARTICLE 15, CK AND AMGEN
EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, WITH RESPECT TO THE COLLABORATION, THE CK INTELLECTUAL PROPERTY AND COLLABORATION
PATENT RIGHTS, THIS AGREEMENT, OR ANY OTHER SUBJECT MATTER RELATING TO THIS AGREEMENT,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR
NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
	 
	16.	 	Limitations of Liability; Insurance
	 
	16.1.	 	Limitations of Liability. EXCEPT FOR BREACH OF SECTION 14.1 or 14.2, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHERWISE), EVEN IF SUCH PARTY WAS ADVISED OR OTHERWISE AWARE
OF THE LIKELIHOOD OF SUCH DAMAGES. Amounts paid to a Third Party pursuant to a court order or
written settlement agreement shall be considered direct damages.
	 
	16.2.	 	[***] SHALL HAVE NO LIABILITY FOR ANY CLAIMS FROM THIRD PARTIES TO THE EXTENT [***].
	 
	16.3.	 	Insurance. During the Term of this Agreement and for six (6) years thereafter CK
shall obtain and maintain, and as of the Amgen Option Effective Date until six (6) years after
the Term of this Agreement Amgen shall obtain and maintain, comprehensive general liability
insurance, including products liability insurance and coverage for clinical trials, with
reputable and financially secure insurance carriers, or, from and during such time as such
Party has a market capitalization on a U.S. securities exchange or automated quotation system
of no less than $[***], self insurance, in a form and at levels as set forth on Exhibit 16.3,
with the other Party named as an additional insured. Such liability insurance or
self-insurance shall be maintained on a claims-made basis to provide such





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	 	 	protection after expiration or termination of the policy itself and/or this Agreement for
occurrences during the Term of this Agreement and such six (6) year period thereafter.
Each Party shall furnish to the other Party, on request, certificates issued by the
insurance company setting forth the amount of the liability insurance (or evidence of self
insurance) and a provision that the other Party hereto shall receive thirty (30) days
written notice prior to termination or material reduction to the level of coverage during
such six (6) year period. The insured Party shall require that any notice of non-payment
of premiums for any such insurance be given to the other Party also; and in such event, the
other Party shall have the right to pay such premiums to cure such non-payment.
	 
	17.	 	Indemnity
	 
	17.1.	 	Indemnity. Subject to the remainder of this Article, CK shall defend,
indemnify, and hold harmless Amgen, its Affiliates, and their respective directors, officers,
employees and agents (collectively, “Amgen Indemnitees”), at CK’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 CK 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 (collectively, “Claims”) brought against any Amgen Indemnitee by
a Third Party to the extent such Losses result from (i) the negligence or willful misconduct
of CK, or its Affiliates; (ii) a breach by CK of its representations or warranties set forth
herein; (iii) violation of Law by CK, or its Affiliates or agents; or (iv) products liability
claims related to Compounds provided to a Third Party by CK or its designee (other than Amgen
or its Affiliates or licensees) but excluding such Losses to the extent they arise from (w),
(x), (y) or (z) below. Subject to remainder of this Article, Amgen shall defend, indemnify,
and hold harmless CK, its Affiliates, and their respective directors, officers, employees and
agents (collectively, “CK Indemnitees”), at Amgen’s cost and expense, from and against any and
all Losses (including reasonable legal expenses and attorneys’ fees incurred by any CK
Indemnitees until such time as Amgen has acknowledged and assumed its indemnification
obligation hereunder with respect to a claim) arising out of any Claim brought against any CK
Indemnitee by a Third Party to the extent such Losses result from (w) the negligence or
willful misconduct of Amgen, or its Affiliates; (x) a breach by Amgen of its representations
or warranties set forth herein; (y) violation of Law by Amgen, or its Affiliates or agents; or
(z) products liability claims related to Compounds provided to a Third Party by Amgen or its
designee (other than CK or its Affiliates or licensees) but excluding such Losses to the
extent they arise from (i), (ii), (iii) or (iv) above.
	 
	17.2.	 	Claim for Indemnification. Whenever any Claim or Loss shall arise for which
a CK Indemnitee or an Amgen Indemnitee (the “Indemnified Party”) may be entitled to
indemnification may be sought under this Article 17, 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,





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	 	 	that the failure by an Indemnified Party to give such notice or to otherwise meet its
obligations under this Section 17.2 shall not relieve the Indemnifying Party of its
indemnification obligation under this Agreement except and 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 either the Indemnified Party or Indemnifying Party settle any
Claim without the prior written consent of the other Party if such settlement does not
include a release from liability on such Claim or if such settlement would involve
undertaking an obligation other than the payment of money, that would bind or impair the
other Party, or that includes any admission that any intellectual property or proprietary
right of the other Party or to which the other Party has an exclusive license (or option to
obtain or make effective an exclusive license) hereunder 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 Sections 14.1 and 14.2.
	 
	18.	 	Term and Termination
	 
	18.1.	 	Term. This Agreement shall commence as of the Effective Date and shall continue
in perpetuity, unless and until the Amgen Option expires unexercised pursuant to Section 10.2,
or until sooner terminated pursuant to this Article 18 (the “Term”).
	 
	18.2.	 	Termination for Convenience. Amgen shall have the right to terminate this Agreement
by [***] ([***]) [***] prior written notice to CK.
	 
	18.3.	 	Effect of Termination for Convenience, Breach by Amgen and Certain Option
Expirations. In the event of (i) Amgen’s termination pursuant to Section 18.2 or 2.9 or
(ii) any termination by CK for Amgen’s breach of this Agreement in accordance with and as
permitted by Section 18.5; or (iii) the expiration of the Amgen Option except pursuant
to Section 10.2.1:
	 
	18.3.1.	 	Amgen’s rights in the Program and licenses under Section 9.1 shall terminate in the
Territory and all rights in the Program shall revert to CK.
	 
	18.3.2.	 	Transition Assistance. Amgen agrees to cooperate with CK and its designee(s) to facilitate
a reasonably smooth, orderly and prompt transition of the research, development and
commercialization of Research Eligible Compounds to CK and/or its designee(s). Amgen agrees
to transfer to CK quantities, as requested by CK, of tangible Research Eligible Compounds (in
any form) in its or its Affiliates’  possession and CK shall reimburse Amgen for its [***] of [***] or [***] (including any
[***] of [***] and [***]) thereof. If any





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	 	 	Research Eligible Compound was [***] by any Third Party for Amgen or its Affiliate, then
Amgen shall, to the extent possible and requested by CK, assign relevant Third-Party
contracts to CK (unless such Third Party contracts relate to products or services other
than Research Eligible Compounds), provided, however that a legally enforceable novation in
favor of Amgen is obtained. If Amgen or its Affiliate [***] any Research Eligible Compound
at the time of termination, then Amgen (or its Affiliate) shall, to the extent that [***]
is [***] in Amgen’s [***], [***] and [***] such Research Eligible Compound for CK, at [***]
percent ([***]%) of [***] therefor, from the date of notice of such termination until such
time as CK is able, using [***] to do so but no longer than the period requested by CK (not
to exceed [***] ([***]) [***] from the effective date of such expiration or termination,
the “Wind-Down Period”), to [***] from which [***] of such Research Eligible Compound may
be [***] in the Territory.
	 
	18.3.3.	 	Ongoing Activities. If there are any ongoing [***] for Research Eligible Compounds being
conducted by or under authority of Amgen or its Affiliates at the time of notice of
termination, Amgen agrees to (i) [***] transition to CK or its designee some or all ([***]) of
such [***] and the supporting activities or (ii) [***]. In such event, CK shall be
responsible for the [***] of all transition activities pursuant to Article 18 of this
Agreement.
	 
	18.3.4.	 	Transfer. Amgen shall transfer and assign back to CK all regulatory filings, data and
other information transferred by CK to Amgen pursuant to Section 7.3 or otherwise in this
Agreement. In addition, Amgen shall promptly assign and transfer to CK all other regulatory
approvals (including Marketing Approvals), regulatory filings (including INDs), regulatory
information and regulatory correspondence for Research Eligible Compounds, and shall take such
actions and execute such documents as may be necessary to effect the transfer or if not
effected the benefit thereof.
	 
	18.3.5.	 	Trademarks. Amgen shall transfer and assign to CK all rights in and to any trademarks
specific to one or more Research Eligible Compounds that Amgen used with such Research
Eligible Compound(s) and goodwill associated with such trademarks (not including any corporate
trademarks of Amgen).
	 
	18.3.6.	 	Technology Licenses. Amgen hereby grants to CK, effective upon the notice of such
termination, an exclusive, worldwide license, with the right to grant and authorize
sublicenses, under the Amgen Patent Rights, as and to the extent Amgen has the right to grant
such license as of such termination, solely to make, have made, use, sell, offer for sale and
import Research Eligible Compounds; provided, however if any such subject matter is subject to
[***], Amgen shall promptly disclose such [***] to CK in writing and CK shall not have the
right to exercise the foregoing license, unless CK agrees in writing to [***] as a result of
CK’s exercise of such license. Amgen hereby grants to CK, effective upon the notice of





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	 	 	such termination, a non-exclusive, worldwide license with respect to Amgen’s trade secrets
to the extent that the same were [***] under this Agreement or [***] in connection with the
Research Eligible Compounds, solely to make, have made, use, sell, offer for sale and
import Research Eligible Compounds.
	 
	18.3.7.	 	Governance. Any activities undertaken by CK or a Third Party designee with respect to the
Compound during the Wind-Down Period shall not be subject to the authority of any Committee
hereunder.
	 
	18.3.8.	 	Return of Materials. Reasonably promptly after the end of the Wind-Down Period, Amgen
shall use [***] to destroy all tangible items comprising, bearing or containing any
Confidential Information of CK that are in Amgen’s or its Affiliates’ possession or control,
and provide written certification of its efforts with respect such destruction, or prepare
such tangible items of Confidential Information for shipment to CK, at CK’s expense; provided
that Amgen may retain one (1) copy of such Confidential Information for its legal archives.
	 
	18.3.9.	 	Continued Commercialization. If after the First Commercial Sale of any Research Eligible
Compound and requested by CK, Amgen and its Affiliates shall discuss in good faith with CK the
possibility that Amgen may continue to distribute, market and sell Research Eligible Compounds
in any or all countries of the Territory for which a Marketing Approval therefor has been
obtained and in which Research Eligible Compounds are then being sold, in accordance with the
terms and conditions of this Agreement, for the Wind-Down Period; provided that CK may
terminate this Wind-Down Period at anytime upon [***] ([***]) [***] notice to Amgen. Any
Research Eligible Compounds sold or disposed by Amgen or its Affiliates during the Wind-Down
Period shall be subject to royalties under the applicable provisions of Article 13 above.
	 
	18.3.10.	 	[***]. With respect to a termination by Amgen pursuant to Section 18.2, then the terms of
Section 2.5 shall continue to apply to Amgen for a period of [***] ([***]) [***] after the
effective date of such termination with respect to Amgen [***] for a period of [***] following
the termination of this Agreement. For clarity, nothing in this Section 18.3.10 or the
survival of Section 2.5 shall prohibit or limit Amgen from engaging in any activities with
respect to [***] or [***].
	 
	18.4.	 	Effect of Termination Upon the Amgen Option Expiring Unexercised Under Section
10.2.1. In the event that the Amgen Option expires in accordance with Section 10.2.1
unexercised, the following shall apply:
	 
	18.4.1.	 	Amgen’s rights in the Program and licenses under Section 9.1 shall terminate in the
Territory and all rights in the Program shall revert to CK.
	 
	18.4.2.	 	CK shall pay Amgen a [***] percent ([***]%) royalty on Net Sales of [***], other than
CK-452 or [***], in the Territory. Such royalties shall be due on all such Compounds which
have their First Commercial Sale prior to the [***] anniversary of the termination date, and
shall be due for [***] from such First





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	 	 	Commercial Sale (substituting CK for Amgen in the definition of “First Commercial Sale”)
(subject to the provisions of Sections 13.4.3 – 13.4.7, with “Amgen” and “CK” being
substituted one with the other in such Sections, provided, however, that the provisions
respecting [***] shall not apply).
	 
	18.4.3.	 	The payment, reporting and audit provisions of Sections 13.4.6 (Reports), 13.9 (Payment
Method) and 13.11 (Audits) shall apply to the royalty to be paid by CK to Amgen under Section
18.4.2 in the same manner as these provisions apply to the royalty paid by Amgen to CK under
Section 13.4.
	 
	18.4.4.	 	Amgen agrees to cooperate with CK and its designee(s) to facilitate a smooth, orderly and
prompt transition of the research, development and commercialization of Research Eligible
Compounds to CK and/or its designee(s) as described in Sections 18.3.2 – 18.3.8.
	 
	18.5.	 	Termination For Breach. In the event of a material breach of this Agreement, the
non-breaching Party shall (i) have the right to seek damages and equitable relief for
injunction or specific performance and (ii) in the case the breach is by Amgen, CK shall have
the right to terminate this Agreement for uncured material breach or in the case the breach is
by CK, Amgen shall have the right to modify certain rights as set forth in Section 18.8, in
either case only as set forth below in this Section 18.5. In the event of a material breach
of this Agreement, the non-breaching Party shall have the right to give written notice (the
“Breach Notice”) to the breaching Party, specifying the breach in reasonable detail. The
breaching Party shall have [***] ([***]) [***] after the Breach Notice to cure any such
breach, provided that if such Party provides the non-breaching Party within such [***] ([***])
[***] period written notice setting forth a plan for cure and it is [***] and [***] to cure
such breach, the breaching Party shall have [***] ([***]) [***] from the Breach Notice to cure
such breach. If at the end of the foregoing period, the breach remains uncured, then (A) for
uncured breach by Amgen, CK shall only have the right to terminate this Agreement if both: (y)
the legal and equitable remedies available to CK other than termination of this Agreement are
inadequate to compensate CK (“No Adequate Remedies”); and (z) [***] pursuant to Section [***]
that the remedies available to CK other than termination of this Agreement would be inadequate
to compensate CK, (B) for uncured breach by CK, Amgen shall have the right to modify certain
provisions of the Agreement as set forth in Section 18.8, but if, prior to the Amgen Option
Effective Date, [***] Amgen shall have such right to modify such rights as set forth in
Section 18.8 only if [***] pursuant to Section [***] that the remedies available to Amgen
other than modification of this Agreement pursuant to Section 18.8 would be inadequate to
compensate Amgen or (C) following the Amgen Option Effective Date, for uncured breach by CK,
Amgen shall have the right to modify certain provisions of the Agreement as set forth in
Section 18.8.





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	18.6.	 	Insolvency. Amgen may exercise its rights to modify certain rights under this
Agreement pursuant to Section 18.8 by written notice to CK in the event any of the following
occurs with respect to CK: (i) CK becomes bankrupt or insolvent, or files a petition in
bankruptcy or makes a general assignment for the benefit of creditors or otherwise
acknowledges in writing insolvency, or is adjudged bankrupt, and CK (A) fails to assume this
Agreement in any such bankruptcy proceeding within [***] ([***]) [***] after filing or (B)
assumes and assigns this Agreement to a Third Party; (ii) CK goes into or is placed in a
process of complete liquidation; (iii) a trustee or receiver is appointed for any substantial
portion of CK’s business and such trustee or receiver is not discharged within [***] ([***])
[***] after appointment; (iv) any case or proceeding shall have been commenced or other action
taken against CK in bankruptcy or seeking liquidation, reorganization, dissolution, a
winding-up arrangement, composition or readjustment of its debts or any other relief under any
bankruptcy, insolvency, reorganization or similar act or law of any jurisdiction now or
hereafter in effect and is not dismissed or converted into a voluntary proceeding governed by
clause (i) above within [***] ([***]) [***] after filing; or (v) there shall have been issued
a warrant of attachment, execution, distraint or similar process against any substantial part
of the property of CK and such event shall have continued for a period of [***] ([***]) [***]
and none of the following has occurred: (1) it is dismissed, (2) it is bonded in a manner
reasonably satisfactory to Amgen, or (3) it is discharged.
	 
	18.7.	 	Change of Control. In the event a Party undergoes a Change of Control (the
“Acquired Party”), then the Acquired Party shall provide written notice thereof to the other
Party within [***] ([***]) [***] thereof. Upon a Change of Control of CK, either Party shall
have the right, and upon a Change of Control of Amgen, CK shall have the right, to modify
certain rights as set forth in Section 18.8.4 at any time thereafter, upon [***] ([***]) [***]
written notice to the other Party hereunder. The Acquired Party shall have the right to keep
the intellectual property and proprietary rights of the Third Party acquiring the Acquired
Party (the “Acquiror”), and the Acquiror’s Affiliates to the extent they have become
Affiliates of the Acquired Party, from being included in the Collaboration Patent Rights,
Amgen Patent Rights or the CK Intellectual Property, by delivering written notice thereof to
the other Party within [***] ([***]) [***] after the Change of Control. In such event, such
notice shall also be deemed to be an election by the Acquired Party to modify certain rights
as set forth in Section 18.8.4. In addition, a Party may, at its option provide notice to the
other Party of a proposed Change of Control prior to undergoing such Change of Control and
request the other Party to provide an [***] following such Change of Control [***] in Section
[***] or would [***] in Section [***]. Upon receiving such notice, the other Party shall
[***] of the other Party’s [***], which [***] the other Party. This Section 18.7 shall not
serve to limit either Party’s rights or obligations pursuant to Section 2.9.
	 
	18.8	 	Effect of Change of Control or Insolvency of CK or Breach by CK.





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	 	18.8.1.	 	In the event of a Party’s provision of notice pursuant to Section 18.7, then CK’s
rights shall be modified as set forth in Section 18.8.4.
	 
	 	18.8.2.	 	In the event of CK’s uncured material breach of the Agreement following notice by
Amgen and expiration of a period of ([***]) days to cure such breach, subject to
Section 18.5, Amgen shall have the right to modify certain rights of CK upon [***]
([***]) [***] written notice to CK as set forth in Section 18.8.4.
	 
	 	18.8.3.	 	In the event of Amgen’s provision of notice pursuant to Section 18.6, then CK’s
rights shall be modified as set forth in Section 18.8.4.
	 
	 	18.8.4.	 	In the event of provision of notice by Amgen pursuant to either Section 18.6, 18.7,
or 18.8.2, or election by CK pursuant to Section 2.9 or notice by CK pursuant to
Section 18.7, Amgen’s rights and licenses hereunder shall continue in effect, subject
to the remaining terms and conditions of this Agreement, Amgen’s [***] under Section
[***] shall terminate (and, if this provision has come into effect pursuant to Section
[***], CK’s [***] under Section [***] shall terminate as well), and CK’s [***] shall
[***] terminate upon CK’s receipt of such notice, including but not limited to its
[***] to: (i) [***] pursuant to Sections [***] ([***]), [***] ([***]), [***] ([***])
and [***] ([***]) or [***] pursuant to Section [***] ([***]) or [***], or [***] under
this Agreement; (ii) [***] hereunder pursuant to Articles [***] ([***]), [***]
([***]), [***] ([***]) and [***] ([***]); (iii) [***] (including [***]), and [***]
pursuant to Article [***] (and [***]), provided, however, that the provisions of
Section [***] and [***] shall apply thereto, regardless of the occurrence of the Amgen
Option Effective Date; and (iv) [***] pursuant to Article [***] ([***]); provided,
however, that CK’s right to receive payments pursuant to the following provisions
shall survive: Section 8.11 (Allocation of Recoveries), Article 10 (Amgen Option), and
Sections 13.1 (Licensing and Technology Access Fee), 13.2 (Option Payment), 13.3
(Milestones), and 13.4 (Royalty). Except as otherwise provided in this Section
18.8.4, should Amgen’s notice under Section 18.6, 18.7, or 18.8.2 occur prior to the
Amgen Option Effective Date, [***] shall be entitled to [***] by [***] on [***] (at
such point or thereafter) by [***] to [***] hereunder. Should [***], despite
undertaking [***] to do so, be [***], such that [***] or [***] is [***] by such [***],
or [***] has not [***] 





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	 	 	 	within [***] ([***]) [***] after the Effective Date, then it
shall have the right to [***] within [***] ([***]) [***] thereafter for [***]. Also, the Acquiror, and its
Affiliates subsequent to the Change of Control of the Acquired Party, shall not utilize
the Acquired Party’s, or its Affiliate’s (as considered prior to the Change of
Control), intellectual property or proprietary research tools that are within the
Collaboration to benefit [***]. CK shall provide Amgen with reasonable cooperation to
enable the above transition and to enable Amgen to exercise its rights hereunder
thereafter.
	 
	 	18.8.5.	 	[***]. Where activities to be undertaken subject to this Agreement are subject to
the [***] of the Parties, following [***] pursuant to this Section 18.8, then, with
respect to such [***], such [***] and [***] and, with respect to matters subject to
such [***], then [***].






	18.9.	 	Product Sales after Termination. Upon termination of this Agreement, Amgen, its
Affiliates and its licensees shall have the right to sell in the Territory that amount of
in-process or finished Compound(s) that Amgen, its Affiliates and its licensees then have on
hand; provided however, that with respect to the sale of any such Compound in the Territory
for which a royalty is due under this Agreement, Amgen shall pay the royalties thereon at the
time provided for, unless in each case CK agrees to buy such Compounds at Amgen’s cost of
making or acquiring such Compounds.
	 
	18.10.	 	Intentionally Left Blank.
	 
	18.11.	 	Rights in Bankruptcy. All rights and licenses granted under or pursuant to this
Agreement by CK or Amgen are, and shall otherwise be deemed to be, for purposes of Section
365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined
under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties, as
licensees of such rights under this Agreement, shall retain and may fully exercise all of
their rights and elections under the U.S. Bankruptcy Code including, without limitation,
Amgen’s right to retain all licenses granted herein, subject to payments when due to CK of all
applicable milestone payments and royalties on Compound(s). The Parties further agree that,
in the event of the commencement of a bankruptcy proceeding by or against either Party under
the U.S. Bankruptcy Code, the Party hereto that is not a party to such proceeding shall be
entitled to a complete duplicate of (or complete access to, as appropriate) any such
intellectual property and all embodiments of such intellectual property, and same, if not
already in its possession, shall be promptly delivered to them (i) upon any such commencement
of a bankruptcy proceeding upon its written request therefor, unless the Party subject to such
proceeding elects to continue to perform all of its obligations under this Agreement, or (ii)
if not delivered under (i) above, following the rejection of this Agreement by or on behalf of
the Party subject to such proceeding upon written request therefor by the non-subject Party.





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	18.12.	 	Survival. The following Articles and Sections shall
survive expiration or termination of this Agreement:
Articles 1, 16, 17, 18 (with the exception of the last
sentence of Section 18.8.4), 21 and Sections 8.1.1,
8.1.2, 8.7, 8.14, 13.7, 13.11, 13.16, 14.1, 14.2, 14.5
and 15.4.
	 
	18.13.	 	General Effects of Termination.
	 
	18.13.1.	 	Accrued Obligations. Termination of this Agreement for any reason (including upon
expiration of the Amgen Option which is not reinstated) shall not release either Party from
any obligation or liability which, at the time of such expiration or termination, has already
accrued to the other Party or which is attributable to a period prior to such expiration or
termination.
	 
	18.13.2.	 	Termination of All Other Provisions. Except as otherwise expressly provided in this
Article 18, all rights and obligations of the Parties under this Agreement shall terminate
upon termination of this Agreement for any reason (including upon expiration of the Amgen
Option which is not reinstated). For clarity, a modification of certain rights under the
Agreement under Section 18.8.4 shall not be deemed a termination for purposes of this Section
18.13.2.
	 
	18.14.	 	Termination Press Releases. In the event of termination of this Agreement for any
reason and subject to the provisions of Section 14.2, the Parties shall cooperate in good
faith to coordinate public disclosure of such termination and the reasons therefor, and shall
not, except to the extent required by applicable Law, disclose such information without the
prior approval of the other Party. The principles to be observed in such disclosures shall be
accuracy, compliance with applicable Law and regulatory guidance documents, and reasonable
sensitivity to potential negative reactions to such news.






	19.	 	 Potential Antitrust Filings With respect to Exercise of Amgen Option






	19.1.	 	Reporting and Waiting Requirements. With respect to reporting and waiting
requirements under United States Federal Law and antitrust Law of any other jurisdiction, the
Parties agree as follows:
	 
	19.1.1.	 	To the extent necessary, each of CK and Amgen shall file, within [***] ([***]) [***] after
Amgen’s notice of exercise of the Amgen Option, before the expiration of any relevant legal
deadline, with (i) the FTC and the Antitrust Division of the DOJ, a Notification and Report
Form required under the HSR Act with respect to the transactions contemplated pursuant to such
exercise and any supplemental information requested in connection therewith pursuant to the
HSR Act, which forms shall specifically request early termination of the waiting period
prescribed by the HSR Act and (ii) any other Governmental Authority, any other filings,
reports, information and documentation required for the transactions contemplated hereby
pursuant to any other antitrust Law of any other jurisdiction. The Parties shall furnish to
each other’s counsel such necessary information and reasonable assistance as the other may
reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any antitrust Law





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	 	 	 of any other jurisdiction. The exercise of the Amgen Option shall become effective (without the
need for further action by a Party) upon the soonest to occur of: (a) the HSR Clearance
Date has occurred (provided, however, that rights obtained by Amgen pursuant to the Amgen
Option outside the United States shall become effective upon the HSR Clearance Date or, if
any ex-U.S. governmental or regulatory approvals are required prior to such rights becoming
effective, upon the later to occur of (1) the HSR Clearance Date and (2) the receipt of any
such required approvals), (b) the relevant waiting periods have expired, or (c)
determination by Amgen that such filings are unnecessary (the “Amgen Option Effective
Date"). The determination of the soonest to occur of the foregoing shall be made without
taking into account the need for ex-U.S. governmental or regulatory approvals required
prior to such rights becoming effective and if, giving effect to the foregoing, subsection
(a) is the soonest to occur, then the Amgen Option Effective Date shall be the HSR
Clearance Date.
	 
	19.1.2.	 	The Parties shall use [***] to promptly obtain any clearance required under the HSR Act and
any other antitrust Law for the consummation of the Amgen Option and the transactions
contemplated thereby and shall keep each other apprised of the status of any communications
with, and any inquiries or requests for additional information from, the FTC and the DOJ and
other Governmental Authorities concerning such clearances and shall use [***] to comply
promptly with any such inquiry or request; provided, however, that (i) neither Party shall be
required to consent to the divestiture or other disposition of any of its or its Affiliates’
assets or those of the other Party, or to agree to any modification or amendment of this
Agreement that, in the reasonable opinion of such Party’s legal and/or financial counsel,
would be adverse to such Party, and (ii) neither Party shall have any obligation to contest,
administratively or in court, any ruling, order or other action of any Governmental Authority
or private party respecting the transactions contemplated by this Agreement or to comply with
any other structure or conduct remedy or restriction or limit on operation; provided, further,
however, that the Parties shall both promptly respond to the DOJ or the FTC to a request for
additional information as defined under the HSR Act.
	 
	19.1.3.	 	The Parties commit to instruct their respective counsel to cooperate with each other and
use [***] to facilitate and expedite the identification and resolution of any such issues and,
consequently, the expiration of the applicable HSR Act waiting period and the waiting periods
under any other antitrust Law of any other jurisdiction, or the obtaining of clearances
thereunder (as the case may be), at the earliest practicable dates. Such efforts and
cooperation include, but are not limited to, the Parties’ respective counsel undertaking (i)
to keep each other appropriately informed of communications from and to personnel of the
reviewing antitrust authority, and (ii) to confer with each other regarding appropriate
contacts with and response to personnel of said antitrust authority.
	 
	19.1.4.	 	Each Party shall be responsible for [***] associated with any filing under the HSR Act or
the Law of any other jurisdiction.





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	19.1.5.	 	Certain Terms. As used in this Article 19, the below terms shall have the meanings
so specified.






	 	19.1.5.1.	 	“DOJ” shall mean the United States Department of Justice.
	 
	 	19.1.5.2.	 	“FTC” shall mean the United States Federal Trade Commission, or any successor
entity thereto.
	 
	 	19.1.5.3.	 	“Governmental Authority” shall mean any administrative agency, commission or
other governmental authority, body or instrumentality, federal, state, local,
domestic or foreign governmental or regulatory authority.
	 
	 	19.1.5.4.	 	“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (15 U.S.C. Section 18(a)), and the rules and regulations
promulgated thereunder.
	 
	 	19.1.5.5.	 	“HSR Clearance Date” shall mean the earlier of (i) the date on which the FTC
shall notify CK and Amgen of early termination of the applicable waiting period
under the HSR Act or (ii) the day after the date on which the applicable waiting
period under the HSR Act expires without any action by any government agency or
challenged to the termination.





20. Security



In order to secure the performance of CK’s obligations under this Agreement, the Parties shall
enter into a security agreement of even date herewith, in the form attached hereto as Exhibit 20
(the “Security Agreement”), and CK shall execute the documents set forth therein for filing with
the respective offices set forth therein.




21. Miscellaneous





	21.1.	 	Affiliates. Amgen shall have the right to exercise its rights and perform its
obligations hereunder through its Affiliates, provided Amgen shall be responsible for such
Affiliates’ performance hereunder.






	21.2.	 	Assignment. Neither this Agreement nor any rights or obligations hereunder may be
assigned or otherwise transferred (whether by operation of Law or otherwise) by CK without the
prior written consent of Amgen; provided, however, that, subject to [***] subject thereto, CK
may assign and otherwise transfer this Agreement and its rights and obligations hereunder as a
whole without Amgen’s consent, but with prior notice, in connection with a Change of Control
of CK or any transfer of all or substantially all of its business or assets to which this
Agreement relates. Amgen may assign this Agreement, and its rights and obligations as a whole
hereunder without prior written consent to any directly or indirectly wholly-owned Affiliate
or, with prior notice, in connection with the transfer or sale of all or





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substantially all of the business of Amgen to which this Agreement relates. Any
assignment not in accordance with this Agreement shall be void. Subject to the foregoing,
the rights and obligations of the Parties under this Agreement shall be binding upon and
inure to the benefit of the successors and permitted assigns of the Parties.




	21.3.	 	Choice of Law. This Agreement shall be governed by, and enforced and construed in
accordance with, the laws of the State of California without regard to its conflicts of law
provisions.






	21.4.	 	Construction. The definitions of the terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”.
The Parties each acknowledge that they have had the advice of counsel with respect to this
Agreement, that this Agreement has been jointly drafted, and that no rule of strict
construction shall be applied in the interpretation hereof. Unless the context requires
otherwise, (i) any definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or therein), (ii) any reference to
any Laws herein shall be construed as referring to such Laws as from time to time enacted,
repealed or amended, (iii) any reference herein to any person shall be construed to include
the person’s permitted successors and assigns, (iv) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, and (v) all references herein to
Articles, Sections, Schedules or Exhibits, unless otherwise specifically provided, shall be
construed to refer to Articles, Sections, Schedules and Exhibits of this Agreement.






	21.5.	 	Counterparts. This Agreement may be executed in counter-parts with the same effect
as if both Parties had signed the same document. All such counterparts shall be deemed an
original, shall be construed together and shall constitute one and the same instrument.
Signature pages of this Agreement may be exchanged by facsimile or other electronic means
without affecting the validity thereof.






	21.6.	 	Currency. All amounts set forth herein are expressed in U.S. Dollars. In the event
that sales are made or fees received in currency other than U.S. Dollars, payments shall be
calculated based on currency exchange rates that the Party receiving such currency uses for
purposes of calculating its financial reports filed with the SEC or similar regulatory agency.
In the event either Party is not so reporting during any relevant period, then such
conversion shall be made on a monthly basis based on the average exchange rate published by
www.oanda.com for such month.





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	21.7.	 	Entire Agreement. This Agreement and the attached Schedules and Exhibits,
together with the Share Purchase Agreement and the Registration Rights Agreement of even
date herewith and the Security Agreement, 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.






	21.8.	 	Force Majeure. Neither Party shall be liable for delay or failure in the performance
of any of its obligations hereunder if such delay or failure is due to causes beyond its
reasonable control, including acts of God or other deity, fires, earthquakes, tsunami, strikes
and labor disputes, acts of war, terrorism or civil unrest; provided, however, that the
affected Party promptly notifies the other Party in writing and further provided that the
affected Party shall use [***] to avoid or remove such causes of non-performance and to
mitigate the effect of such occurrence, and shall continue performance with reasonable
dispatch whenever such causes are removed.






	21.9.	 	Further Assurances. Each Party agrees to do and perform all such further acts and
things and shall execute and deliver such other agreements, certificates, instruments and
documents necessary or that the other Party may deem advisable in order to carry out the
intent and accomplish the purposes of this Agreement and to evidence, perfect or otherwise
confirm its rights hereunder.






	21.10.	 	Headings. Headings and captions are for convenience only and are not to be used in
the interpretation of this Agreement, provided, however, that headings denoting that a
provision applies prior or subsequent to the Amgen Option Effective Date are intended to be
used in the interpretation of this Agreement.






	21.11.	 	Jurisdiction and Venue. Each Party hereby irrevocably submits to the exclusive
jurisdiction of the courts of the State of California (“State Court”) and the courts of the
United States of America located in the State of California (“Federal Court"), for the
purposes of any suit, action or other proceeding arising out of this Agreement or out of any
transaction contemplated hereby. Each Party agrees that service of any process, summons,
notice or document by personal delivery, by registered mail, or by a recognized international
express delivery service to such Party’s respective address set forth in Section 21.12 (as
such address may be changed by notice delivered pursuant to such section) shall be effective
service of process for any action, suit or proceeding in the applicable Federal Court or State
Court with respect to any matters to which it has submitted to jurisdiction in this Section.
Each Party irrevocably and unconditionally waives any objection to the laying of venue of any
action, suit or proceeding arising out of this Agreement or the transactions contemplated
hereby in the applicable Federal Court or State Court, and hereby and thereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum. Notwithstanding the foregoing, either Party shall have the right to seek
exigent, injunctive or temporary relief in any court of competent jurisdiction.




*** Certain information on this page has been omitted and filed separately with the Commission. 

Confidential treatment has been requested with respect to the omitted portions.




-77-









 






	21.12.	 	Notices. Any notice required or permitted to be given by this Agreement
shall be in writing and shall be delivered by hand or overnight courier with tracking
capabilities or mailed postage prepaid by first class, registered or certified mail
addressed as set forth below unless changed by notice so given:





	 	 	 	 	 
	 

	 	If to Amgen:
	 	Amgen Inc.
	 

	 	 	 	One Amgen Center Drive
	 

	 	 	 	Thousand Oaks, CA 91320-1799
	 

	 	 	 	Attention: Corporate Secretary
	 

	 	 	 	Telephone: (805) 447-1000
	 

	 	 	 	Facsimile: (805) 499-6751
	 
	 	 	 	 
	 

	 	With a	 	 
	 

	 	copy to:
	 	Amgen Inc.
	 

	 	 	 	One Amgen Center Drive
	 

	 	 	 	Thousand Oaks, CA 91320-1799
	 

	 	 	 	Attention: Vice President, Licensing
	 

	 	 	 	Telephone: (805) 447-1000
	 

	 	 	 	Facsimile: (805) 376-9516
	 
	 	 	 	 
	 

	 	If to CK:
	 	Cytokinetics, Incorporated
	 

	 	 	 	280 East Grand Avenue
	 

	 	 	 	South San Francisco, California 94080
	 

	 	 	 	Attention: Robert Blum
	 

	 	 	 	Telephone: (650) 624-3002
	 

	 	 	 	Telecopy: (650) 624-3010
	 
	 	 	 	 
	 

	 	With a	 	 
	 

	 	copy to:
	 	Wilson Sonsini Goodrich & Rosati
	 

	 	 	 	Professional Corporation
	 

	 	 	 	650 Page Mill Road
	 

	 	 	 	Palo Alto, CA 94304-1050
	 

	 	 	 	Attention: Kenneth A. Clark, Esq.
	 

	 	 	 	Telephone: (650) 493-9300
	 

	 	 	 	Telecopy: (650) 493-6811





Any such notice shall be deemed given on the date received. A Party may add, delete, or change the
person or address to whom notices should be sent at any time upon written notice delivered to the
other Party in accordance with this Section 21.12.





	21.13.	 	Relationship of the Parties. Each Party is an independent contractor under this
Agreement. Nothing contained herein is intended or is to be construed so as to constitute CK
and Amgen as partners, agents or joint venturers. Neither Party shall have any express or
implied right or authority to assume or create any obligations on behalf of or in the name of
the other Party or to bind the other Party to any contract, agreement or undertaking with any
Third Party.





-78-









 






	21.14.	 	Set-Off. Either Party shall have the right to deduct from amounts otherwise payable
hereunder any amounts payable to such Party (or its Affiliates) from the other Party (or its
Affiliates).






	21.15.	 	Severability. If any one or more of the provisions of this Agreement is held to be
invalid or unenforceable, the provision shall be considered severed from this Agreement and
shall not serve to invalidate any remaining provisions hereof. The Parties shall make a good
faith effort to replace any invalid or unenforceable provision with a valid and enforceable
one such that the objectives contemplated by the Parties when entering this Agreement may be
realized.






	21.16.	 	Third Party Beneficiaries. Except as expressly provided with respect to Indemnitees
in Article 17, there are no third party beneficiaries intended hereunder and no Third Party
shall have any right or obligation hereunder.






	21.17.	 	Waivers and Modifications. The failure of any Party to insist on the performance of
any obligation hereunder shall not be deemed to be a waiver of such obligation. Waiver of any
breach of any provision hereof shall not be deemed to be a waiver of any other breach of such
provision or any other provision on such occasion or any succeeding occasion. No waiver,
modification, release or amendment of any right or obligation under or provision of this
Agreement shall be valid or effective unless in writing and signed by all Parties hereto.






	22.	 	[***]






	22.1.	 	[***] shall have the right, but not the obligation, for a period of [***] ([***]) [***]
from the Effective Date hereof, to [***] shall conduct such [***].






	22.2.	 	Should the Parties [***] obligation under Section [***] other than those expressly set forth
herein.






	22.3.	 	If the Parties are [***] in Section [***] and subject to [***] with respect to certain
activities outside the Territory with respect to [***] Compounds as set forth in Section
[***], CK (with respect to [***]) and Amgen (with respect to [***]) will each have the
following rights:






	22.3.1.	 	[***]. [***] applicable to [***] Compounds, and the [***], as shall be reasonably necessary
to [***] (at any given time) to [***]; provided, however, that Amgen shall have [***] with
respect to [***]




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Confidential treatment has been requested with respect to the omitted portions.




-79-









 






Compounds (any such [***] (e.g., by [***]) in order to [***] thereof) unless, and then only
to the extent, required by applicable law or Regulatory Authority having competent
jurisdiction, in which case Amgen shall provide to CK [***] and the [***] shall be [***]
hereunder. CK shall [***] applicable to [***] Compounds, and the [***], as shall be
reasonably necessary to [***]; provided, however, that CK shall have [***] with respect to
[***] Compounds (any such [***] (e.g., by [***]) in order to [***] thereof) unless, and
then only to the extent, required by applicable law or Regulatory Authority having
competent jurisdiction, in which case CK shall provide to Amgen [***] and the [***] shall
be [***] hereunder. Each of the Parties’ foregoing rights [***] shall be in accordance
with [***] pursuant to Section [***]. Each Party will promptly notify the other in writing
when a [***] of any [***] Compound is first [***] therefor.




	22.4.	 	[***]. [***] shall have the right to [***] with respect to [***] to CK, and
such [***] within the same [***]. [***] shall have the right to [***] to Amgen, and such
[***] within the same [***].






	22.5.	 	[***]. [***] by or on the behalf of [***].





*********




(Signature page follows)



*** Certain information on this page has been omitted and filed separately with the Commission. 


Confidential treatment has been requested with respect to the omitted portions.





-80-









 






     Confidential


     IN WITNESS WHEREOF, the parties have executed this Collaboration and Option Agreement as of
the date first set forth above.




	 	 	 	 	 	 	 	 	 	 	 
	CYTOKINETICS, INCORPORATED	 	 	 	AMGEN INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
Robert I. Blum	 	 	 	By:	 	/s/
 Richard D. Nanula	 	 
	 

	 	 
 
	 	 	 	 	 	

	 	 
	Name:

	 	Robert I. Blum	 	 	 	Name:
	 	Richard D. Nanula	 	 
	Title:

	 	President	 	 
	 	Title:
	 	Executive Vice President

& Chief Financial Officer	 	 






SIGNATURE PAGE TO CYTOKINETICS, INCORPORATED

COLLABORATION AND OPTION AGREEMENT




 









 





SCHEDULE 1.13




CK Patent Rights




US APPLICATIONS / PATENTS




	 	 	 	 	 	 	 	 	 
	 	 	APPLN. NO.	FILING DATE	TITLE	STATUS
	REF. NO.
	 	 	 	 	 	 	 	 
	[***]
	 	 	 	 	 	 	 	 








 




			
	***  
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FOREIGN APPLICATIONS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	COUNTRY	APPLN. NO.	FILING DATE	TITLE STATUS
	REF. NO.
	 	 	 	 	 	 	 	 	 	 
	[***]
	 	 	 	 	 	 	 	 	 	 








 




			
	***  
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Confidential treatment has been requested with respect to the omitted portion





 









 





EXHIBIT 1.22




Compound Criteria




[***]






 




			
	***  
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SCHEDULE 1.25




Development Plan




See attached.





 









 





Cytokinetics, Inc.

CK-1827452

Product Development Plan




December 22, 2006




[***]




*** Certain information on this page has been omitted and filed separately with the Commission.

Confidential treatment has been requested with respect to the omitted portions.





 









 








EXHIBIT 1.38




Initial Research Plan



See attached.



[***]




*** Certain information on this page has been omitted and filed separately with the Commission.

Confidential treatment has been requested with respect to the omitted portions.





 









 








EXHIBIT 1.58




Initial Research Plan



Same as Exhibit 1.38.





 









 








EXHIBIT 2.3




Guiding Principles



As Guiding Principles to the Collaboration, the Parties shall [***]:





	(i)	 	[***];
	 
	(ii)	 	[***]; and
	 
	(iii)	 	[***]





*** Certain information on this page has been omitted and filed separately with the Commission.

Confidential treatment has been requested with respect to the omitted portions.





 









 








SCHEDULE 2.10.1




Initial Members of the JSC



Amgen:




[***]



Cytokinetics:



[***]




*** Certain information on this page has been omitted and filed separately with the Commission.

Confidential treatment has been requested with respect to the omitted portions.




 









 





SCHEDULE 2.11.1




Initial Members of the JRC



Amgen:




[***]



Cytokinetics:



[***]




*** Certain information on this page has been omitted and filed separately with the Commission.

Confidential treatment has been requested with respect to the omitted portions.




 









 





SCHEDULE 2.12.1




Initial Members of the JDC



Amgen:



[***]




Cytokinetics:




[***]




*** Certain information on this page has been omitted and filed separately with the Commission.

Confidential treatment has been requested with respect to the omitted portions.




 









 





SCHEDULE 2.12.3.2




Additional JDC Responsibilities





	 	§	 	[***]; and
	 
	 	§	 	[***].





*** Certain information on this page has been omitted and filed separately with the Commission.

Confidential treatment has been requested with respect to the omitted portions.




 









 





SCHEDULE 2.13.3A




Commercialization Plans




[***]




*** Certain information on this page has been omitted and filed separately with the Commission.

Confidential treatment has been requested with respect to the omitted portions.





 









 








SCHEDULE 2.13.3B




Additional JCC Responsibilities



The JCC shall undertake the following additional responsibilities, to the extent determined by the
JCC to be [***]:





	 	§	 	[***];
	 
	 	§	 	[***];
	 
	 	§	 	[***];
	 
	 	§	 	[***]; and
	 
	 	§	 	[***].





*** Certain information on this page has been omitted and filed separately with the Commission.

Confidential treatment has been requested with respect to the omitted portions.




 









 





SCHEDULE 10.2.1




Development Activities




[***]




*** Certain information on this page has been omitted and filed separately with the Commission.

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SCHEDULE 13.4.4




[***]




*** Certain information on this page has been omitted and filed separately with the Commission.

Confidential treatment has been requested with respect to the omitted portions.





 










 










CYTOKINETICS AND AMGEN

ANNOUNCE STRATEGIC ALLIANCE IN HEART FAILURE




Collaboration Focused On Discovery, Development and

Commercialization of Cardiac Myosin Activators




Amgen Obtains Option

on Cytokinetics’ Drug Candidate CK-1827452




FOR IMMEDIATE RELEASE




SOUTH SAN FRANCISCO, Calif. and THOUSAND OAKS, Calif. (January 3, 2007) – Cytokinetics Incorporated
(NASDAQ:CYTK) and Amgen (NASDAQ:AMGN) today announced a strategic collaboration to discover,
develop and commercialize novel small-molecule therapeutics that activate cardiac muscle
contractility for potential applications in the treatment of heart failure. In addition, Amgen
obtained an option to participate in future development and commercialization of Cytokinetics’ lead
drug candidate arising from this program, CK-1827452, which recently completed two Phase 1 clinical
trials. The collaboration is worldwide, excluding Japan.



Under the terms of the agreement, Cytokinetics receives a non-refundable up-front license and
technology access fee of $42 million. In addition, Amgen has purchased 3,484,806 shares of
Cytokinetics common stock at $9.47 per share and an aggregate purchase price of approximately $33
million.



Joint research activities will focus on identifying and characterizing activators of cardiac myosin
as back-up and follow-on potential drug candidates to CK-1827452. During the initial two year
research term, in addition to performing research at its own expense under the collaboration,
Cytokinetics will continue to



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CYTOKINETICS AND AMGEN

ANNOUNCE STRATEGIC ALLIANCE IN HEART FAILURE

Page 2



conduct all development activities at its own expense for CK-1827452 subject to Amgen’s option and
according to an agreed development plan. Amgen’s option is exercisable upon the satisfaction of
certain conditions including CK-1827452 being developed to meet pre-defined criteria in Phase 2a
clinical trials. To exercise its option, Amgen would pay a non-refundable exercise fee of $50
million and thereafter will be responsible for development and commercialization of CK-1827452 and
related compounds, at its expense, subject to development and commercial participation rights of
Cytokinetics.




In addition, Cytokinetics may be eligible to receive pre-commercialization and commercialization
milestone payments of up to $600 million on CK-1827452 and other products arising from the research
as well as royalties that escalate based on increasing levels of annual net sales of products
commercialized under the collaboration. Cytokinetics also has the opportunity to earn increased
royalties by participating in Phase 3 development costs. In that case, Cytokinetics could
co-promote products in North America and would be expected to play a significant role in the agreed
commercial activities in institutional care settings, at Amgen’s expense. If Amgen elects not to
exercise its option on CK-1827452, Cytokinetics may then proceed to independently develop
CK-1827452 and the research collaboration would terminate.



“We are pleased to be working with Amgen toward the further advancement of our research in cardiac
contractility and the potential advancement of CK-1827452 through proof-of-concept stage testing in
clinical trials,” stated Cytokinetics Chief Executive Officer James Sabry, M.D., Ph.D. “Amgen’s
leadership in innovation and novel biopharmaceutical mechanisms is well known. The creative
structure of this alliance reinforces the enthusiasm we both share for this area and our respective
interests to together build on this attractive opportunity in the treatment of heart failure.”



Amgen Executive Vice President for Research and Development, Roger M. Perlmutter, M.D., Ph.D.,
said, “At Amgen, we are committed to addressing mankind’s most grievous illnesses, including heart
failure, by harnessing the world’s most innovative science. Hence we are delighted to have the
opportunity to join forces with Cytokinetics. Using their advanced understanding of cardiac
contractility, we hope to develop therapies that will improve the lives of heart failure patients
around the world.”



Upon announcing the collaboration, Amgen reiterated guidance of adjusted earnings per share of
$3.85 — $3.95 for 2006.



Cytokinetics Conference Call / Webcast




Cytokinetics will host a conference call on Wednesday, January 3, 2007 at 10:00 a.m. Eastern Time.
The conference call will be simultaneously webcast and will



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be accessible in the Investor Relations section of Cytokinetics’ website; for further information
please go to www.cytokinetics.com. The live audio of the conference call is also accessible via
telephone to investors, members of the news media and the general public by dialing either (866)
999-CYTK (2985) (United States and Canada) or (706) 679-3078 (International) and typing in the
passcode 5174484. An archived replay of the webcast will be available via Cytokinetics’ website
until February 3, 2007. The replay will also be available via telephone from January 3, 2007 at
11:30 a.m. Eastern Time until February 3, 2007 by dialing (800) 642-1687 (United States and Canada)
or (706) 645-9291 (International) and typing in the passcode 5174484.




Development Status of CK-1827452 and Background on Cardiac Myosin Activators and Cardiac
Contractility



Data from the first-in-humans Phase 1 clinical trial of CK-1827452 administered intravenously were
previously announced at the Heart Failure Society of America meeting in Seattle in September, 2006
and the American Heart Association Scientific Session in November, 2006. Cytokinetics expects that
CK-1827452 will be entering an international Phase 2 clinical trials program in patients with heart
failure in early 2007. This program is planned to evaluate the safety and efficacy of CK-1827452 in
a diversity of patients including those with stable heart failure, ischemic heart disease, impaired
renal function, acutely decompensated heart failure, and patients with chronic heart failure at
increased risk for death and hospital admission for heart failure. This program is designed to test
the safety and efficacy of CK-1827452, in both intravenous and oral formulations, for the potential
treatment of heart failure across the continuum of care, both in the hospital and the outpatient
settings.



Cardiac myosin is the cytoskeletal motor protein in the cardiac muscle cell that is directly
responsible for converting chemical energy into the mechanical force resulting in cardiac
contraction. Cardiac contractility is driven by the cardiac sarcomere, a highly ordered
cytoskeletal structure composed of cardiac myosin, actin and a set of regulatory proteins, and is
the fundamental unit of muscle contraction in the heart. The sarcomere represents one of the most
thoroughly characterized protein machines in human biology. Cytokinetics’ cardiovascular program
is focused towards the discovery and development of small molecule cardiac myosin activators in
order to create next-generation treatments to manage acute and chronic heart failure.



About Cytokinetics




Cytokinetics is a biopharmaceutical company focused on the discovery, development and
commercialization of novel small molecule drugs that specifically target the cytoskeleton. The
cytoskeleton is a complex biological infrastructure that plays a fundamental role within every
human cell.



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Page 4




Cytokinetics’ focus on the cytoskeleton enables it to develop novel and potentially safer and more
effective classes of drugs directed at treatments for cancer, cardiovascular disease and other
diseases. Additional information about Cytokinetics can be obtained at
http://www.cytokinetics.com.



About Amgen




Amgen discovers, develops and delivers innovative human therapeutics. A biotechnology pioneer since
1980, Amgen was one of the first companies to realize the new science’s promise by bringing safe
and effective medicines from lab, to manufacturing plant, to patient. Amgen therapeutics have
changed the practice of medicine, helping millions of people around the world in the fight against
cancer, kidney disease, rheumatoid arthritis, and other serious illnesses. With a deep and broad
pipeline of potential new medicines, Amgen remains committed to advancing science to dramatically
improve people’s lives. To learn more about our pioneering science and our vital medicines, visit
www.amgen.com.



EDITOR’S NOTE: An electronic version of this news release may be accessed via our Web site at
www.amgen.com. Journalists and media representatives may sign up to receive all news releases
electronically at time of announcement by filling out a short form in the Media section of the Web
site.



Forward-Looking Statement: Cytokinetics




This press release contains forward-looking statements for purposes of the Private Securities
Litigation Reform Act of 1995 (the “Act”). Cytokinetics disclaims any intent or obligation to
update these forward-looking statements, and claims the protection of the Safe Harbor for
forward-looking statements contained in the Act. Examples of such statements include, but are not
limited to, statements relating to the anticipated results of the strategic alliance, potential
milestone payments and other payments and funding, the potential exercise by Amgen of its option,
expected benefits of CK-1827452 and other potential compounds that may be developed under the
collaboration, the expected roles of Cytokinetics and Amgen under the collaboration and in
developing or commercializing drug candidates or drugs subject to the collaboration, expected
initiation, timing and scope and target indications of clinical trials of CK-1827452, the potential
benefits of Cytokinetics’ other drug candidates and potential drug candidates and the enabling
capabilities of Cytokinetics’ biological focus. Such statements are based on management’s current
expectations, but actual results may differ materially due to various factors. Such statements
involve risks and uncertainties, including, but not limited to, those risks and uncertainties
relating to difficulties or delays in patient enrollment for clinical trials, unexpected adverse
side effects or inadequate therapeutic efficacy of Cytokinetics’ drug candidates, and other
potential difficulties or delays in development, testing, regulatory



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ANNOUNCE STRATEGIC ALLIANCE IN HEART FAILURE

Page 5



approval, production and marketing of Cytokinetics’ drug candidates that could slow or prevent
clinical development, product approval or market acceptance (including the risks relating to
uncertainty of patent or trade secret protection for Cytokinetics’ intellectual property,
Cytokinetics’ ability to obtain additional financing if necessary and unanticipated research and
development and other costs), and changing standards of care and the introduction by others of
products or alternative therapies for the treatment of indications currently or potentially
targeted by Cytokinetics’ drug candidates and potential drug candidates. For further information
regarding these and other risks related to Cytokinetics’ business, investors should consult
Cytokinetics’ filings with the Securities and Exchange Commission.




Forward-Looking Statement: Amgen




This news release contains forward-looking statements that involve significant risks and
uncertainties, including those discussed below and others that can be found in our Form 10-K for
the year ended December 31, 2005, and in our periodic reports on Form 10-Q and Form 8-K. Amgen is
providing this information as of the date of this news release and does not undertake any
obligation to update any forward-looking statements contained in this document as a result of new
information, future events or otherwise.



No forward-looking statement can be guaranteed and actual results may differ materially from those
we project. The Company’s results may be affected by our ability to successfully market both new
and existing products domestically and internationally, sales growth of recently launched products,
difficulties or delays in manufacturing our products, and regulatory developments (domestic or
foreign) involving current and future products and manufacturing facilities. In addition, sales of
our products are affected by reimbursement policies imposed by first party payors, including
governments, private insurance plans and managed care providers, and may be affected by domestic
and international trends toward managed care and healthcare cost containment as well as possible
U.S. legislation affecting pharmaceutical pricing and reimbursement. Government regulations and
reimbursement policies may affect the development, usage and pricing of our products. Furthermore,
our research, testing, pricing, marketing and other operations are subject to extensive regulation
by domestic and foreign government regulatory authorities. We, or others could identify side
effects or manufacturing problems with our products after they are on the market. In addition, we
compete with other companies with respect to some of our marketed products as well as for the
discovery and development of new products. Discovery or identification of new product candidates
cannot be guaranteed and movement from concept to product is uncertain; consequently, there can be
no guarantee that any particular product candidate will be successful and become a commercial
product. In addition, while we routinely obtain patents for our products and technology, the
protection



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CYTOKINETICS AND AMGEN

ANNOUNCE STRATEGIC ALLIANCE IN HEART FAILURE

Page 6




offered by our patents and patent applications may be challenged, invalidated or circumvented by
our competitors. Further, some raw materials, medical devices, and component parts for our products
are supplied by sole first party suppliers.




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ANNOUNCE STRATEGIC ALLIANCE IN HEART FAILURE

Page 7





CONTACT: Cytokinetics, South San Francisco

Robert I. Blum, President (650) 624-3000

Burns McClellan, Inc. (212) 213-0006

Clay A. Kramer (investors); Justin Jackson (media)





 CONTACT: Amgen, Thousand Oaks

Anne McNickle 805-447- 5890 (w) 323-868-5827 (mobile) (Media)

Arvind Sood, 805-447-1060 (Investors)




###









 







EXHIBIT 16.3




Insurance




[***]








			
	***
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EXHIBIT 20




Security Agreement