EX-10.15



 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and
filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 
 Exhibit
10.15 
 EXCLUSIVE LICENSE AGREEMENT 

by and between 
 AMGEN
INC. 
 and 
 NINA
BIOSCIENCES, INC. 
 Dated as of September 7, 2012 








							
	 ARTICLE 1. DEFINITIONS
	  	 	1	  
	 ARTICLE 2. LICENSE GRANT; CLOSING
	  	 	9	  
	 Section 2.1    
	 	Grant	  	 	9	  
	 Section 2.2
	 	Sublicenses	  	 	9	  
	 Section 2.3
	 	Right of First Negotiation	  	 	10	  
	 Section 2.4
	 	Transfer of Licensed Know-How and Licensed Materials	  	 	11	  
	 Section 2.5
	 	Intentionally omitted	  	 	13	  
	 Section 2.6
	 	No Other Rights	  	 	13	  
	 Section 2.7
	 	Limited Exploitation Rights	  	 	13	  
	 ARTICLE 3. FEES, ROYALTIES AND PAYMENTS
	  	 	13	  
	 Section 3.1
	 	Intentionally omitted	  	 	13	  
	 Section 3.2
	 	Intentionally omitted	  	 	13	  
	 Section 3.3
	 	Milestone Payments	  	 	13	  
	 Section 3.4
	 	Royalties	  	 	13	  
	 Section 3.5
	 	Intentionally omitted	  	 	14	  
	 Section 3.6
	 	Method of Payment; Royalty Reporting	  	 	14	  
	 Section 3.7
	 	Currency Conversion	  	 	14	  
	 Section 3.8
	 	Late Payments	  	 	14	  
	 Section 3.9
	 	Records and Audits	  	 	14	  
	 Section 3.10
	 	Taxes	  	 	15	  
	 ARTICLE 4. PATENT PROSECUTION, MAINTENANCE AND INFRINGEMENT
	  	 	15	  
	 Section 4.1
	 	Prosecution and Maintenance	  	 	15	  
	 Section 4.2
	 	Amgen Step-In Right	  	 	16	  
	 Section 4.3
	 	Enforcement	  	 	16	  
	 Section 4.4
	 	Defense of Third Party Claims	  	 	17	  
	 Section 4.5
	 	Recovery	  	 	18	  
	 Section 4.6
	 	Patent Term Extensions and Filings for Regulatory Exclusivity Periods	  	 	18	  
	 Section 4.7
	 	Patent Marking	  	 	18	  
	 ARTICLE 5. OBLIGATIONS OF THE PARTIES
	  	 	18	  
	 Section 5.1
	 	Responsibility	  	 	18	  
	 Section 5.2
	 	Diligence	  	 	18	  
	 Section 5.3
	 	Reports	  	 	19	  
	 Section 5.4
	 	Intentionally omitted	  	 	19	  
	 Section 5.5
	 	Pre-Existing Agreements	  	 	19	  
	 Section 5.6
	 	Company Location	  	 	19	  
	 ARTICLE 6. INTENTIONALLY OMITTED
	  	 	19	  
	 ARTICLE 7. REPRESENTATIONS AND COVENANTS
	  	 	19	  
	 Section 7.1
	 	Mutual Warranties	  	 	19	  
	 Section 7.2
	 	Additional Amgen Warranties	  	 	20	  
	 Section 7.3
	 	Disclaimer	  	 	21	  
	 Section 7.4
	 	Company Covenants	  	 	21	  
	 ARTICLE 8. INDEMNIFICATION
	  	 	22	  
	 Section 8.1
	 	Indemnity	  	 	22	  
	 Section 8.2
	 	LIMITATION OF DAMAGES	  	 	23	  
	 Section 8.3
	 	Insurance	  	 	23	  

 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately
with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 








							
	 ARTICLE 9. CONFIDENTIALITY
	  	 	23	  
	 Section 9.1    
	 	Confidential Information	  	 	23	  
	 Section 9.2
	 	Terms of this Agreement; Publicity	  	 	25	  
	 Section 9.3
	 	Relationship to the Confidentiality Agreement	  	 	26	  
	 Section 9.4
	 	Publications	  	 	26	  
	 ARTICLE 10. TERM AND TERMINATION
	  	 	26	  
	 Section 10.1
	 	Term	  	 	26	  
	 Section 10.2
	 	Termination by Amgen	  	 	26	  
	 Section 10.3
	 	Termination by Company	  	 	27	  
	 Section 10.4
	 	Termination Upon Bankruptcy	  	 	27	  
	 Section 10.5
	 	Effects of Termination	  	 	28	  
	 Section 10.6
	 	Survival	  	 	29	  
	 ARTICLE 11. MISCELLANEOUS
	  	 	30	  
	 Section 11.1
	 	Entire Agreement Amendment	  	 	30	  
	 Section 11.2
	 	Section 365(n) of the Bankruptcy Code	  	 	30	  
	 Section 11.3
	 	Independent Contractors	  	 	30	  
	 Section 11.4
	 	Governing Law; Jurisdiction	  	 	30	  
	 Section 11.5
	 	Notice	  	 	31	  
	 Section 11.6
	 	Compliance With Law; Severability	  	 	31	  
	 Section 11.7
	 	Non-Use of Names	  	 	31	  
	 Section 11.8
	 	Successors and Assigns	  	 	32	  
	 Section 11.9
	 	Sale Transaction or Amgen Acquisition	  	 	32	  
	 Section 11.10
	 	Waivers	  	 	32	  
	 Section 11.11
	 	No Third Party Beneficiaries	  	 	32	  
	 Section 11.12
	 	Headings; Schedules	  	 	32	  
	 Section 11.13
	 	Interpretation	  	 	33	  
	 Section 11.14
	 	Counterparts	  	 	33	  

 LIST OF SCHEDULES 

Business Plan Schedule 
 Licensed Know-How Schedule 

Licensed Materials Schedule 
 Licensed Patents Schedule 

Milestones and Royalties Schedule 
 Pre-Existing Agreements
Schedule 
 Permitted CMOs Schedule 
 Press Release Schedule

 Products Schedule 
  

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 








 EXCLUSIVE LICENSE AGREEMENT 

This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is
entered into as of September 7, 2012 (the “Signing Date”) by and between AMGEN INC., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320
(“Amgen”), and NINA BIOSCIENCES, INC., a Delaware corporation (“Company”). Company and Amgen are sometimes referred to herein individually as a
“Party” and collectively as the “Parties”. 
 RECITALS 

WHEREAS, Amgen is a company engaged in the research, development, manufacturing and commercialization of
pharmaceutical and biotechnology products; 
 WHEREAS, Amgen possesses certain rights to patents and
other intellectual property related to its proprietary compounds AMG 842 and M43, comprising the respective amino acid sequences set forth on the Products Schedule (collectively, the “Products” and each individually, a
“Product”); 
 WHEREAS, Company desires to license from Amgen such intellectual
property rights, and to commercially develop, manufacture, use and distribute the Products based upon the same throughout the Territory (defined below); and 

WHEREAS, Amgen desires to grant such a license to Company in accordance with the terms and conditions of
this Agreement. 
 NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 

ARTICLE 1. DEFINITIONS 
 All references to particular
Schedules, Articles or Sections shall mean the Schedules to, and Articles and Sections of, this Agreement, unless otherwise specified. For the purposes of this Agreement and the Schedules hereto, the following words and phrases shall have the
following meanings: 
 “Abandoned Patent Right” has the meaning set forth in Section 4.2 (Amgen Step-In Right). 

“Affiliate” means, with respect to any Person, any other Person which controls, is controlled by or is under common control with such Person,
for as long as such control exists. For purposes of this Section, “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting or economic interest of a Person, or the power, whether pursuant to
contract, ownership of securities or otherwise, to direct the management and policies of a Person. For clarity, once a Person ceases to be an Affiliate of a Party, then, without any further action, such Person shall cease to have any rights,
including license and sublicense rights, under this Agreement by reason of being an Affiliate of such Party. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

1. 








 “Agreement” has the meaning set forth in the Preamble. 

“Amgen” has the meaning set forth in the Preamble. 

“Amgen Acquiree” has the meaning set forth in Section 11.9 (Sale Transaction or Amgen Acquisition). 

“Amgen Acquisition” has the meaning set forth in Section 11.9 (Sale Transaction or Amgen Acquisition). 

“Amgen Cell Line” shall mean that certain proprietary cell line that Amgen has developed for the generation of one of the Products. For
avoidance of doubt, the Amgen Cell Line is Licensed Materials hereunder. 
 “Amgen Indemnified Parties” has the meaning set forth in
Section 8.1.2 (By Company). 
 “Audited Party” has the meaning set forth in Section 3.9 (Records and Audits). 

“BLA” means (a) a Biologics License Application, supplemental Biologics License Application, or similar application filed or to be filed
with the FDA, as described in Title 21 of the U.S. Code of Federal Regulations, Part 601, et seq., or (b) any corresponding foreign application in another country or regulatory jurisdiction in the Territory, including, in the case of the
European Union, a Marketing Approval Application filed with the EMA pursuant to the centralized approval procedure or with the applicable Regulatory Authority of a country in the European Union with respect to the mutual recognition or any other
national approval procedure. 
 “cGMP” means the FDA’s current good manufacturing practices, as specified in 21 C.F.R. §§
210 and 211 and the FDA’s guidance documents and all successor regulations and guidance documents thereto, and foreign equivalents thereof with respect to the European Union and Canada. 

“Closing Date” means the first date on which the Company sells Series A Preferred Stock and Series A-1 Preferred Stock to its initial
investors, including Amgen. 
 “Commercially Reasonable Efforts” means those efforts and resources commensurate with those efforts commonly
used in the biopharmaceutical industry by a company of comparable size in connection with the development or commercialization of biopharmaceutical products that are of similar status, including, with respect to commercial potential, the proprietary
position of the product, the regulatory status and approval process, the probable profitability of the applicable product, and other relevant factors such as technical, legal, scientific or medical factors. In determining the level of efforts
constituting “Commercially Reasonable Efforts,” the following shall [*]. 
 “Company” has the meaning set forth in the
Preamble. 
 “Company Indemnified Parties” has the meaning set forth in Section 8.1.1 (By Amgen). 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

2. 








 “Confidential Information” has the meaning set forth in Section 9.1.1 (Confidential
Information). 
 “Control” or “Controlled” means, with respect to any Know-How, material, Patent Right, or other
intellectual property right, the possession (whether by ownership or license) by a Party or its Affiliates of the ability to grant to the other Party a license or access as provided herein to such Know-How, material, Patent Right, or other
intellectual property right, without violating the terms of any agreement or other arrangement with any Third Party, or being obligated to pay any royalties or other consideration therefor, in existence as of the time such Party or its Affiliates
would first be required hereunder to grant the other Party such license or access. 
 “Cover” means (a) with respect to Licensed
Know-How, the Exploitation of the product would require use of such Licensed Know-How, and (b) with respect to a Patent Right, a Valid Claim would (absent a license thereunder or ownership thereof) be Infringed by the Exploitation of the
product; provided that in determining whether a Valid Claim that is a claim of a pending application would be Infringed, it shall be treated as if issued as then currently prosecuted. Cognates of the word “Cover” shall have
correlative meanings. 
 “Defending Party” has the meaning set forth in Section 4.4 (Defense of Third Party Claims). 

“Diligence Notice” has the meaning set forth in Section 5.2 (Diligence). 

“Disclosing Party” has the meaning set forth in Section 9.1.1 (Confidential Information). 

“Dispute” has the meaning set forth in Section 10.2.1(b). 

“EMA” means the European Medicines Agency or any successor entity thereto. 

“Enforcing Party” has the meaning set forth in Section 4.3.3 (Progress Reports; Participation). 

“Exclusivity Period” has the meaning set forth in Section 2.3 (Right of First Negotiation). 

“Exploit” means to research, develop, improve, make, use, offer for sale, sell, import, export or otherwise exploit, or transfer possession
of or title in, a product. Cognates of the word “Exploit” shall have correlative meanings. 
 “FDA” means the United
States Food and Drug Administration or any successor entity thereto. 
 “Field” means any and all human and veterinary uses. 

“First Commercial Sale” means, with respect to any Product in any country, the first sale to a Third Party for end use or consumption of such
Product in such country after a BLA has been granted in such country for such Product. 
 “Framework Patents” means any Patent Right (other
than a Licensed Patent) Controlled by Amgen or its Affiliates as of the Effective Date that: (i) has a claim that is infringed by the amino acid sequence of a Product, (ii) has a claim that is infringed by a nucleic acid sequence that
encodes the amino acid sequence of a Product, or (iii) has a claim that claims Licensed Know How. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

3. 








 “FTE” means the equivalent of the work of one employee full time for one year consisting of at
least a total of [*] weeks or [*] hours per year (excluding vacations and holidays). No one person shall be permitted to account for more than one FTE. 

“FTE Rate” means $[*] per FTE per year. 

“GAAP” means the 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 the United States, in each case consistently applied. Unless otherwise defined or stated herein, financial terms shall
be calculated under GAAP. 
 “Governmental Authority” means any court, agency, department, authority or other instrumentality of any
national, state, county, city or other political subdivision. 
 “IND” means an Investigational New Drug Application filed with the FDA for
human clinical testing of a drug or any foreign equivalent thereof. 
 “Indication” means the disease or condition for which an IND has
been filed. 
 “Infringe” or “Infringement” means any infringement as determined by Law, including, without limitation,
direct infringement, contributory infringement or any inducement to infringe. 
 “Issuing Party” has the meaning set forth in
Section 9.2.2 (Review). 
 “Know-How” means techniques, technology, trade secrets, inventions (whether patentable or not), methods,
know-how, data and results (including pharmacological, toxicological and clinical data and results), analytical and quality control data and results, regulatory documents, and other information, compositions of matter, cells, cell lines, assays,
animal models and other physical, biological, or chemical material. 
 “Law” means, individually and collectively, any and all laws,
ordinances, rules, directives, administrative circulars and regulations of any kind whatsoever of any Governmental Authority within the applicable jurisdiction. 

“Licensed Know-How” means all Know-How that both (a) is Controlled by Amgen and (b) was actually used by Amgen in its development
of the Products at such time as Amgen last actively developed the applicable Product prior to the Closing Date, including the Know-How set forth on the Licensed Know-How Schedule. [*] 

“Licensed Materials” means those certain materials set forth on the Licensed Materials Schedule. 

“Licensed Patents” means the Patent Rights set forth on the Licensed Patents Schedule. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

4. 








 “Losses” has the meaning set forth in Section 8.1.1 (By Amgen). 

“Marketing Approval” means all approvals, licenses, registrations or authorizations of the Regulatory Authority in a country, necessary for
the manufacture, use, storage, import, marketing and sale of a Product in such country. 
 “Milestone Events” has the meaning set forth in
Section 3.3 (Milestone Payments). 
 “Milestone Payments” has the meaning set forth in Section 3.3 (Milestone Payments). 

“Negotiation Notice” has the meaning set forth in Section 2.3 (Right of First Negotiation). 

“Net Sales” means, with respect to any Product, the gross sales price of such Product sold by Company, its Affiliates or Sublicensee(s) (the
“Selling Party”) for the sale of such Product to Third Parties, less: 
 (a) non-recoverable sales taxes, excise taxes, use
taxes, value-added tax, and duties paid by the Selling Party in relation to Product(s) and any other equivalent governmental charges imposed upon the importation, use or sale of Product(s) (excluding taxes when assessed on income derived from
sales); 
 (b) credits and allowances (actually allowed or paid) for defective or returned Product(s), including allowances for spoiled,
damaged, out-dated, rejected, returned, withdrawn or recalled Product(s); 
 (c) reasonable fees paid to wholesalers, distributors, selling
agents (excluding any sales representatives of a Selling Party), group purchasing organizations, Third Party payors, other contractees and managed care entities; 

(d) reasonable transportation charges relating to Product(s), including handling charges and insurance premiums relating thereto to the extent
included as a separate entry on the invoice for such product (provided that [*] items in this clause (d) shall [*] for the relevant period); 

(e) retroactive price reductions actually granted to the Third Party applicable to sales of such product; 

(f) trade, cash, prompt payment and/or quantity discounts, actually allowed and taken directly by the Third Party, and mandated discounts; and

 (g) refunds, rebates, chargebacks and other allowances or payments to Governmental Authorities. 

Net Sales shall be determined from books and records maintained in accordance with GAAP, consistently applied throughout the organization and
across all products of the entity whose sales of Products are giving rise to Net Sales. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

5. 








 Where a Product is sold in combination with other therapeutically active ingredients, the Net
Sales applicable to such transaction shall be calculated by multiplying the total Net Sales of such combined product by the fraction A/(A+B), where A is the actual price of the Product in the same dosage amount or quantities in the applicable
country during the applicable quarter if sold separately, and B is the sum of the actual prices of all other therapeutics with which the Product is combined, in the same dosage amount or quantities in the applicable country during the applicable
quarter if sold separately. If A or B cannot be determined because values for the Product or other therapeutics with which the Product is combined are not available separately in a particular country, then Amgen and Company shall discuss an
appropriate allocation for the fair market value of the Product and other therapeutics with which the Product is combined to mutually determine Net Sales for the relevant transactions based on an equitable method of determining the same that takes
into account, in the Territory, variations in potency, the relative contribution of each therapeutically active ingredient, and relative value to the end user of each therapeutically active ingredient. 

Net Sales shall also include, with respect to any Product sold or otherwise disposed of for any consideration other than an exclusively
monetary consideration on bona fide arm’s length terms, an amount equal to the average sales price for such Product having the same dosage form and strength during the applicable reporting period in the country where such sale or other disposal
occurred when such Product is sold alone and not with other products, or if such Product is not sold alone in such country during the applicable reporting period, then an amount equal to the average sales price during the applicable reporting period
generally achieved for such Product having the same dosage form and strength in the rest of the Territory. 
 Sales of Product(s) between or
among Company and its Affiliates or Sublicensees shall be excluded from the computation of Net Sales and no payments shall be payable on such sales except where such Affiliates or Sublicensees are end users. 

“Out-License” has the meaning set forth in Section 2.3 (Right of First Negotiation). 

“Party” has the meaning set forth in the Preamble. 

“Patent Rights” means any provisional and non-provisional patents and patent applications, together with all additions, divisions,
continuations, continuations-in-part, substitutions, reissues, re-examinations, issued patents, substitutes, foreign counterparts, extensions, registrations, patent term extensions, supplemental protection certificates, renewals and the like with
respect to any of the foregoing. 
 “Permitted CMO” means (a) a Third Party commercial manufacturing organization identified on the
attached Permitted CMO Schedule (and all such Third Party’s Affiliates), as such schedule may be updated by mutual written agreement by the Parties from time to time or (b) any other party deemed to be a Permitted CMO pursuant to the terms
of Section 2.4.2. 
 “Permitted CMO Agreement” has the meaning set forth in Section 2.4.2(a) (Transfer of Licensed Know-How and
Licensed Materials). 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

6. 








 “Permitted CMO Request” has the meaning set forth in Section 2.4.2(d) (Transfer of Licensed
Know-How and Licensed Materials). 
 “Person” means any corporation, limited or general partnership, limited liability company, joint
venture, trust, unincorporated association, governmental body, authority, bureau or agency, any other entity or body, or an individual. 
 “Phase 1
Clinical Trial” means any human clinical trial of a Product that satisfies the requirements of 21 C.F.R. § 312.21(a), or its successor regulation, or its non-United States equivalents, including the portion of a combination Phase 1
Clinical Trial and Phase 2 Clinical Trial that is the Phase 1 component, in accordance with the applicable protocol and as reasonably designated by Company. 

“Phase 2 Clinical Trial” means any human clinical trial of a Product that satisfies the requirements of 21 C.F.R. § 312.21(b), or its
successor regulation, or its non-United States equivalents, including the portion of a combination Phase 2 Clinical Trial and Phase 3 Clinical Trial that is the Phase 2 component, in accordance with the applicable protocol and as reasonably
designated by Company. 
 “Phase 3 Clinical Trial” means any human clinical trial of a Product that satisfies the requirements of 21 C.F.R.
§ 312.21(c), or its successor regulation, or its non-United States equivalents, including the portion of a combination Phase 2 Clinical Trial and Phase 3 Clinical Trial that is the Phase 3 component, in accordance with the applicable protocol
and as reasonably designated by Company. 
 “Pivotal Trial” means (a) a Phase 2 Clinical Trial, or a combination Phase 2 Clinical
Trial and Phase 3 Clinical Trial, that (taken together with any other trials completed prior to or concurrently with such trial) is intended to support Marketing Approval for a Product by the relevant Regulatory Authority in the indication under
study, or (b) a Phase 3 Clinical Trial. 
 “Pre-Existing Agreements” means those agreements listed on the Pre-Existing Agreements
Schedule. 
 “Product(s)” has the meaning set forth in the Recitals. 

“Receiving Party” has the meaning set forth in Section 9.1.1 (Confidential Information). 

“Regulatory Authority” means any Governmental Authority or other authority responsible for granting Marketing Approvals for Products,
including the FDA, EMA and any corresponding national or regional regulatory authorities. 
 “Regulatory Change” has the meaning set forth
in Section 5.2 (Diligence). 
 “Regulatory Exclusivity” means, with respect to a Product in a country, any exclusive marketing rights
or data exclusivity rights conferred by the applicable Regulatory Authority in such country with respect to the Product, other than a Patent Right. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

7. 








 “Regulatory Filing” means any filing with any Governmental Authority with respect to the
research, development, manufacture, distribution, pricing, reimbursement, marketing or sale of a Product. 
 “Release” has the meaning set
forth in Section 9.2.2 (Review). 
 “Reviewing Party” has the meaning set forth in Section 9.2.2 (Review). 

“Royalty Term” has the meaning set forth in Section 3.4 (Royalties). 

“Sale Transaction” has the meaning set forth in Section 11.8 (Successors and Assigns). 

“Selling Party” has the meaning set forth in the definition of “Net Sales”. 

“Signing Date” has the meaning set forth in the Preamble. 

“Specified Diligence Failure” has the meaning set forth in Section 5.2 (Diligence). 

“Sublicensee(s)” means any Person other than an Affiliate of Company to which Company has granted a sublicense under this Agreement. 

“Summary” has the meaning set forth in Section 2.3 (Right of First Negotiation). 

“Term” has the meaning set forth in Section 10.1 (Term). 

“Terminated Product” means (a) in the event of a termination of this Agreement by Company pursuant to Section 10.3.2 (Discretionary
Termination), the applicable terminated Products and (b) in the event of any other termination of this Agreement, all Products. 

“Territory” means the entire world. 

“Third Party” means a Person other than (a) Amgen or any of its Affiliates and (b) Company or any of its Affiliates. 

“Third Party Acquirer” has the meaning set forth in Section 11.9 (Sale Transaction or Amgen Acquisition). 

“Transaction Notice” has the meaning set forth in Section 2.3 (Right of First Negotiation). 

“United States” or “U.S.” means the United States of America (including the District of Columbia). 

“Valid Claim” means a claim of any issued and unexpired patent or patent application within the Licensed Patents and that has not been held
invalid or unenforceable by a final decision of a court or governmental agency of competent jurisdiction, which decision can no longer be appealed or was not appealed within the time allowed; provided that if a claim of a pending patent
application within the Licensed Patents [*], such claim shall not constitute a Valid Claim for the purposes of this Agreement [*]. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

8. 








 ARTICLE 2. LICENSE GRANT; CLOSING 

Section 2.1 Grant. Subject to the terms and conditions of this Agreement, commencing on the Closing Date, Amgen hereby grants to Company
(a) an exclusive (even as to Amgen and its Affiliates), royalty bearing, sublicenseable (but only in accordance with Section 2.2 (Sublicenses) and Section 2.3 (Right of First Negotiation)), license under the Licensed Patents,
(b) a non-exclusive, royalty bearing, sublicenseable (but only in accordance with Section 2.2 (Sublicenses) and Section 2.3 (Right of First Negotiation)) license under the Licensed Know-How, and (c) an exclusive (even as to Amgen
and its Affiliates) license and right of reference, with the right to grant sublicenses and further rights of reference (but only in accordance with Section 2.2 (Sublicenses) and Section 2.3 (Right of First Negotiation)), under any
existing Regulatory Filings that Amgen or any of its Affiliates Controls with respect to the Products; in each case, to Exploit Product(s) in the Field in the Territory during the Term. Notwithstanding the foregoing, the Licensed Know-How shall be
sublicenseable only in connection with the rights of Company with respect to Products and not with respect to any other products or services. 

2.1.1 Covenant Not to Sue. In addition to the licenses set forth in this Section 2.1 (Grant) above, commencing on the Closing
Date, Amgen hereby covenants not to sue Company, its Affiliates or any Sublicensee under the Framework Patents with respect to the Exploitation of Products in the Field in the Territory. Subject to Section 11.8 (Successors and Assigns), the
Company may transfer this Covenant Not to Sue. Amgen shall require any Amgen successor in interest to the Framework Patents to also covenant not to sue Company, its Affiliates or any Sublicensee under the Framework Patents with respect to the
Exploitation of Products in the Field in the Territory. Should Amgen fail to secure such a covenant from a successor in interest, then immediately prior to the transfer of the Framework Patents to the successor in interest, Amgen will be deemed to
have granted to Company a non-exclusive, fully paid-up, royalty-free, sublicenseable license under the Framework Patents to Exploit Product(s) in the Field in the Territory during the Term. 

Section 2.2 Sublicenses. Subject to compliance by Company with its obligations under Section 2.3 (Right of First Negotiation) below,
commencing on the Closing Date, the licenses granted in Section 2.1 (Grant) (including, if applicable, in the last sentence of Section 2.1.1 (Covenant Not to Sue)) may be sublicensed, in full or in part, by Company to its Affiliates and
Third Parties (with the right to sublicense through multiple tiers), provided that as a condition precedent to and requirement of any such sublicense: 

(a) Any such permitted sublicense shall be in writing and shall be consistent with and subject to the terms and conditions of this Agreement;

 (b) Company shall be responsible for any and all obligations of such Sublicensee as if such Sublicensee were “Company”
hereunder; and 
 (c) Any such Sublicensee shall agree in writing to be bound by the substantially similar obligations of Company hereunder
that are relevant to the rights sublicensed by Company to Sublicensee under such sublicense agreement, including with respect to Article 9 (Confidentiality), and Sections 2.7 (Limited Exploitation Rights), 8.1 (Indemnity), 10.2.2 (Termination for IP
Challenge), and 10.5 (Effects of Termination). 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

9. 








 Company shall provide Amgen, within [*] days following execution of each sublicense, prompt written notice
thereof (which notice shall include the name of the Sublicensee and the general scope of such sublicense). Thereafter, upon Amgen’s reasonable request, Company shall provide to Amgen a copy of any such sublicense agreement executed by Company;
provided that the financial terms (and any other terms Company is required to keep confidential) of any such sublicense agreement may be redacted to the extent not pertinent to an understanding of a Party’s rights or obligations under
this Agreement. 
 Section 2.3 Right of First Negotiation. 

2.3.1 If Company seeks to grant a sublicense (an “Out-License”) to a Third Party for development and/or
commercialization of AMG 842 (or, to the extent Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then
Company shall notify Amgen in advance in writing and provide a non-confidential summary of the Product that is the subject of the proposed sublicense, as well as the intended scope (which the Parties agree shall be initially for worldwide rights) of
the Out-License (a “Transaction Notice”). If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”). Promptly
after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data,
as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement. For [*] following Amgen’s receipt of a Summary (the
“Exclusivity Period”), Amgen shall have an exclusive right to negotiate an exclusive, royalty-bearing license to such Product from Company. If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*]
period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the
Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product. If Amgen and Company do not mutually agree on the terms of an Out-License for such Product to Amgen
within the Exclusivity Period, Company shall be free to negotiate an Out-License for such Product with any Third Party, subject to the terms of Section 2.2 (Sublicenses) and Section 2.3.2. For clarity, an Out-License shall not include the
grant of a sublicense to a contract manufacturer or a contract research organization for the purpose of manufacturing or developing Products for Company or to a Third Party distributor selling finished Product purchased from Company, and this
Section 2.3 (Right of First Negotiation) shall not restrict Company in any manner with respect to such a sublicense. 
 2.3.2 If
Company’s board of directors approves the initiation of a process for (i) a Sale Transaction or (ii) a response to an unsolicited offer for an Out-License, in each case related to Company’s rights in AMG 842 (or, to the extent
Company has de-prioritized AMG 842, the backup Product thereto for which Company is actively seeking to fulfill its diligence obligation hereunder pursuant to Section 5.2 (Diligence)), then Company shall notify Amgen concurrently with any other
notifications required hereunder (provided that a signed letter sent via electronic or facsimile transmission shall qualify as such written notice) and provide the intended scope (i.e., field, territory and other relevant terms) of the
Out-License and/or Sale Transaction. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

10. 








 2.3.3 Upon the completion of an Initial Public Offering (as defined in the investor rights
agreement to be entered into by the Parties) or a sale of all or substantially all of Company’s assets or business, Amgen’s rights under this Section 2.3 (Right of First Negotiation) shall terminate. 

Section 2.4 Transfer of Licensed Know-How and Licensed Materials. Amgen shall transfer to Company (or, in the case of Amgen’s transfer
of the Amgen Cell Line, to the Permitted CMO) the Licensed Know-How listed on the Licensed Know-How Schedule and the Licensed Materials listed on the Licensed Materials Schedule, in accordance with a schedule to be mutually agreed by the Parties
(provided such transfer must be completed within [*] after the Closing Date), and provide limited consulting support, in accordance with this Section 2.4 (Transfer of Licensed Know-How and Licensed Materials). Following the Signing Date,
the Parties will in good faith reasonably cooperate to review and, if necessary, update the Licensed Know-How and Licensed Materials Schedules to correct and/or supplement such Schedules (and, as necessary, timely deliver the relevant Licensed
Know-How and Materials to the Company. 
 2.4.1 Amgen shall provide, at its expense, consulting support (not to exceed [*] in the
aggregate) in connection with such transfer and the Exploitation of Products in the Territory during the [*] period after the Closing Date. If Company requires additional consulting support in excess of [*] in the aggregate or beyond such period
after the Closing Date in connection with such transfer or the Exploitation of Products in the Territory, then Company may request such additional support in writing. Amgen shall notify Company within [*] after receipt of such request whether it, in
its sole discretion, is willing to provide such additional consulting support, which support shall be at Company’s expense, at the FTE Rate for the relevant Amgen employees. 

2.4.2 With respect to Amgen’s transfer of the Amgen Cell Line, the Parties agree that the following procedures shall apply: 

(a) Prior to such transfer, Company shall designate, and enter into a binding agreement with, one of the Permitted CMOs, which agreement shall
provide for, among other things, (i) confidentiality and non-use provisions at least as protective as those set forth hereunder under Section 9.1 (Confidential Information) and (ii) such additional provisions as are required to comply
with the manufacturing and other limitations set forth in this Section 2.4.2 (such agreement, the “Permitted CMO Agreement”). Upon Amgen’s reasonable request, Company shall provide to Amgen a copy of any such Permitted CMO
Agreement (including any material amendment thereto) executed by Company; provided that the financial terms (and any other terms Company is required to keep confidential) of any such agreement may be redacted to the extent not pertinent to
Amgen’s confirmation of the restrictive provisions set forth in this Section 2.4.2. Notwithstanding anything to the contrary, Company and Company’s Sublicensees are deemed Permitted CMOs, and shall not be required to enter into a
Permitted CMO Agreement prior to receiving the Amgen Cell Line or conducting any manufacturing activities in connection therewith, and Amgen shall deliver such cell lines to Company and/or Company’s Sublicensees within a reasonable time
following Company’s written request. For avoidance of doubt, if Company (itself, or through a third party, Affiliate, or Sublicensee) [*] (excluding any [*], but including any [*]) [*], such [*] shall [*], and the Permitted CMO restrictions set
forth herein shall [*]. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

11. 








 (b) Following Company’s and such Permitted CMO’s entry into the Permitted CMO
Agreement, Amgen shall, at the direction of Company, transfer the Amgen Cell Line to the Permitted CMO to generate the Products. 
 (c)
Company agrees that it shall not, and it shall use its commercially reasonable efforts to cause the Permitted CMO not to: (i) reverse engineer or otherwise deconstruct the Amgen Cell Line or the initial Amgen cell culture media provided
therewith, or to determine or to seek to determine information (including, but not limited to, the gene or amino acid sequence) or characteristics regarding the Amgen Cell Line or such media, other than as expressly required to manufacture the
Products; (ii) clone, express, or otherwise produce any products or materials (including, without limitation, any progeny or derivatives thereof) from the Amgen Cell Line, other than as expressly permitted under this Agreement;
(iii) notwithstanding anything to the contrary in Section 9.4.1 (Right to Publish), publish or otherwise publicly disclose the Amgen Cell Line; or (iv) permit any non-controlled security access to the Amgen Cell Line or otherwise
transfer or provide any of the Amgen Cell Line to a Third Party or any of its Affiliates, other than as expressly required to manufacture the Products. 

(d) Upon a termination or expiration of the Permitted CMO Agreement (including as a result of the appointment, with prior written notice to
Amgen, by Company of a replacement Permitted CMO), the Permitted CMO shall promptly return any remaining Amgen Cell Lines and related Licensed Know-How and Licensed Materials to Amgen. If, at any time, Company desires to add a new Third Party
commercial manufacturer to the Permitted CMO Schedule, it shall notify Amgen in writing (a “Permitted CMO Request”), and Amgen shall have the right, for [*] after receipt of such Permitted CMO Request, to inspect, at a reasonable
time and on a reasonable basis (at Amgen’s cost), such manufacturer’s facilities to confirm its ability to fully comply with the restrictive provisions set forth in this Section 2.4.2. If Amgen rejects a Permitted CMO Request pursuant
to the foregoing, it will notify Company of the reason(s) for such rejection and provide reasonable detail regarding the actions Company (or the applicable Third Party commercial manufacturer) may take to remedy such reasons for rejection. If Amgen
does not reject a Permitted CMO Request within the [*] notice period, the applicable Third Party shall be deemed a Permitted CMO. 
 (e)
Notwithstanding anything to the contrary, if, outside the scope of this Agreement, Amgen allows any Third Party commercial manufacturer access to or use of the Amgen Cell Line, such Third Party shall be deemed a Permitted CMO. 

2.4.3 Company acknowledges that any materials transferred by Amgen to Company (or the Permitted CMO) under this Agreement are
experimental in nature and may have unknown characteristics and therefore agrees to use prudence and reasonable care in the use, handling, storage, transportation and disposition and containment of any such materials. Accordingly, no such materials
shall be used in any human application, including any clinical trial. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

12. 








 Section 2.5 Intentionally omitted. 

Section 2.6 No Other Rights. Each Party acknowledges that the rights and licenses granted under this Article 2 (License Grant) and elsewhere
in this Agreement are limited to the scope expressly granted. Accordingly, except for the rights expressly granted under this Agreement, no right, title, or interest of any nature whatsoever is granted whether by implication, estoppel, reliance, or
otherwise, by either Party to the other Party. All rights that are not specifically granted herein are reserved. 
 Section 2.7 Limited
Exploitation Rights. Without limiting the provisions of Section 2.6 (No Other Rights), Company agrees (on behalf of itself and its Affiliates), and shall cause each of its Sublicensees to agree as a condition to the grant of a
Sublicense, not to Exploit any Licensed Know-How or Licensed Patents in connection with any products or services other than Products. 
 ARTICLE 3. FEES,
ROYALTIES AND PAYMENTS 
 Section 3.1 Intentionally omitted. 

Section 3.2 Intentionally omitted. 

Section 3.3 Milestone Payments. Company shall pay to Amgen certain milestone payments (“Milestone Payments”) following the
first occurrence of certain milestone events, as set forth in Section 1 of the Milestones and Royalties Schedule (the “Milestone Events”). Company shall pay to Amgen the applicable Milestone Payment within [*] after the
occurrence of the applicable Milestone Event. Each Milestone Payment is payable only once; except as set forth in Section 1 of the Milestones and Royalties Schedule, no Milestone Payment shall be payable for subsequent or repeated achievements
of such Milestone Event with one or more of the same or different Products. Each of the Milestone Payments shall be non-refundable and non-creditable. In the event that a Milestone Event relating to clinical development for a specific Product is
achieved and payment that was due and payable with respect to the previous Milestone Event(s) for such Product has not been made by Company, then Company shall promptly pay Amgen such unpaid payment with respect to such previous Milestone Event(s)
for such Product. 
 Section 3.4 Royalties. Company shall pay to Amgen on a calendar quarterly basis the tiered royalties set forth in
Section 2 of the Milestones and Royalties Schedule on annual Net Sales of Products sold by a Selling Party during the applicable Royalty Term, subject to the applicable deductions set forth in the Milestones and Royalties Schedule. Any such
payment obligations accrued during a calendar quarter shall be made within [*] after the end of each such calendar quarter. Company’s obligation to pay royalties with respect to a Product in a particular country shall commence upon the First
Commercial Sale of such Product in such country and shall expire on a country-by-country and Product-by-Product basis on the later of (a) the date on which the Exploitation of a Product is no longer Covered by a Valid Claim of a Licensed Patent
in such country, (b) the loss of Regulatory Exclusivity for the Product in such country, and (c) the tenth (10th) anniversary of the First Commercial Sale of the Product in such country (the “Royalty Term”). 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

13. 








 Section 3.5 Intentionally omitted. 

Section 3.6 Method of Payment; Royalty Reporting. Unless otherwise agreed by the Parties, all payments due from Company to Amgen under this
Agreement shall be paid in U.S. Dollars by wire transfer or electronic funds transfer of immediately available funds to an account designated by Amgen. After the First Commercial Sale of the first Product and until expiration of the last Royalty
Term, Company shall prepare and deliver to Amgen royalty reports of the sale of Products by the Selling Parties for each calendar quarter within [*] after the end of each such calendar quarter specifying in the aggregate and on a Product-by-Product
and country-by-country basis: (a) total gross amounts for Products sold or otherwise disposed of by a Selling Party; (b) amounts deducted by category in accordance with the definition of “Net Sales” in Article 1 from gross
amounts to calculate Net Sales; (c) Net Sales; and (d) royalties payable. 
 Section 3.7 Currency Conversion. In the case of
sales outside the United States, payments received by Company shall be expressed in the U.S. Dollar equivalent calculated on a quarterly basis in the currency of the country of sale and converted to their U.S. Dollar equivalent using the
average rate of exchange over the applicable calendar quarter to which the sales relate, in accordance with (a) the then-current standard methods of Company or the applicable Sublicensee, to the extent reasonable and consistently applied and
(b) GAAP; provided that if, at such time, Company does not use a rate for converting into U.S. Dollar equivalents that is maintained in accordance with GAAP, then Company shall use a rate of exchange which corresponds to the rate of
exchange for such currency reported in The Wall Street Journal, Internet U.S. Edition at www.wsj.com, as of the last day of the applicable reporting period (or, if unavailable on such date, the first date thereafter on which such rate is
available). Company shall inform Amgen as to the specific exchange rate translation methodology used for a particular country or countries. 

Section 3.8 Late Payments. In the event that any payment due hereunder that is not the subject of a good faith dispute is not made when
due, the payment shall accrue interest beginning on the day following the due date thereof, calculated at the annual rate of the sum of (a) [*] plus (b) the prime interest rate quoted by The Wall Street Journal, Internet U.S.
Edition at www.wsj.com on the date said payment is due, the interest being compounded on the last day of each calendar quarter; provided that in no event shall said annual interest rate exceed the maximum rate permitted by Law. Each such
payment when made shall be accompanied by all interest so accrued. Said interest and the payment and acceptance thereof shall not negate or waive the right of any Party to seek any other remedy, legal or equitable, to which it may be entitled
because of the delinquency of any payment including, but not limited to termination of this Agreement as set forth in Article 10 (Term and Termination). 

Section 3.9 Records and Audits. Company shall keep complete and accurate records relating to the calculations of Net Sales generated in the
then current calendar year and payments required under this Agreement, and during the preceding [*]. Amgen shall have the right, once annually at its own expense, to have a nationally recognized, independent, certified public accounting firm,
selected by it and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where
such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [*] prior written notice) and during regular business hours and under obligations of strict confidence, for the sole


  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

14. 








 
purpose of verifying the basis and accuracy of payments made under Section 3.4 (Royalties) within the [*] period preceding the date of the request for review. No calendar year shall be
subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by Amgen. Should such inspection lead to the discovery of a discrepancy to Amgen’s detriment, Company shall, within
[*] after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the
underpayment of amounts due to Amgen is greater than [*] of the amount due for the entire period being examined, in which case Company shall pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a
discrepancy to Company’s detriment, Company may credit the amount of the discrepancy, without interest, against future payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company
the amount of the discrepancy, without interest, within [*] after Amgen’s receipt of the report. 
 Section 3.10 Taxes. 

3.10.1 Sales Tax. Company is responsible for the payment of any state or local, sales or use, or similar fees or taxes arising as
a result of the transfer of Licensed Materials by Amgen to Company pursuant to Section 2.4 (Transfer of Licensed Know-How and Licensed Materials), and Company shall remit such fees or taxes to Amgen, as the collection agent, upon invoice. 

3.10.2 Withholding. In the event that any Law requires Company to withhold taxes with respect to any payment to be made by
Company pursuant to this Agreement, Company shall notify Amgen of such withholding requirement prior to making the payment to Amgen and provide such assistance to Amgen, including the provision of such documentation as may be required by a tax
authority, as may be reasonably necessary in Amgen’s efforts to claim an exemption from or reduction of such taxes. Company shall, in accordance with such Law, withhold taxes from the amount due, remit such taxes to the appropriate tax
authority, and furnish Amgen with proof of payment of such taxes within [*] following the payment. If taxes are paid to a tax authority, Company shall provide reasonable assistance to Amgen to obtain a refund of taxes withheld, or obtain a credit
with respect to taxes paid. 
 ARTICLE 4. PATENT PROSECUTION, MAINTENANCE AND INFRINGEMENT 

Section 4.1 Prosecution and Maintenance. 

4.1.1 Company shall have the first right to file, prosecute and maintain all Patent Rights specified under Licensed Patents, in each
case at Company’s sole expense using outside counsel reasonably acceptable to Amgen. Company shall use Commercially Reasonable Efforts to prepare, file, prosecute, defend and maintain all such Patent Rights; provided that Company does
not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. Amgen shall reasonably cooperate with Company’s requests for data, affidavits, and other information and
assistance to support prosecution and maintenance of such Patent Rights; provided that Company shall reimburse Amgen for its reasonable documented out-of-pocket expenses with respect to such cooperation. Company shall, at least [*] prior to
submission or within [*] of receipt, forward to Amgen copies of any significant office actions, communications, and correspondence relating to the Licensed Patents. Amgen shall have the right to comment on and to discuss such prosecution and
maintenance activities with Company, and Company shall consider the same in good faith. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

15. 








 Section 4.2 Amgen Step-In Right. Notwithstanding the foregoing, if Company declines to file,
prosecute or maintain any Patent Rights described in Section 4.1.1, elects to allow any Patent Rights described in Section 4.1.1 to lapse in any country, or elects to abandon any such Patent Rights (in each case solely to the extent
contained in the Licensed Patents) before all appeals within the respective patent office have been exhausted (each, an “Abandoned Patent Right”), then: 

(a) Company shall provide Amgen with reasonable notice of such decision so as to permit Amgen to decide whether to file, prosecute or maintain
such Abandoned Patent Rights and to take any necessary action (which notice shall, in any event, be given no later than [*] prior to the next deadline for any action that may be taken with respect to such Abandoned Patent Right with the U.S.
Patent & Trademark Office or any foreign patent office). 
 (b) Amgen, at Amgen’s expense, may assume control of the filing,
prosecution and/or maintenance of such Abandoned Patent Rights. The continued filing, prosecution or maintenance of such Abandoned Patent Rights shall be at Amgen’s sole discretion. 

(c) Amgen shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such Abandoned Patent Rights to
patent counsel (outside or internal) selected by Amgen. 
 (d) Company shall, at Amgen’s reasonable request and expense, assist and
cooperate in the filing, prosecution and maintenance of such Abandoned Patent Rights. 
 (e) In the event a patent issues with respect to any
such Abandoned Patent Rights, Amgen shall provide reasonable notice to Company thereof and such Abandoned Patent Right shall be excluded from the license granted by Amgen to Company under Section 2.1 (Grant), unless Company (i) reimburses
Amgen for its internal and external costs and expenses related to the prosecution and maintenance of such Abandoned Patent Right within [*] of issuance of any such patent and (ii) assumes, in writing, the responsibility for the continued
prosecution and maintenance of such Patent Rights in accordance with the provisions of Section 4.1 (Prosecution and Maintenance). 

Section 4.3 Enforcement. 

4.3.1 Company Enforcement. Each Party shall notify the other promptly in writing when any Infringement by a Third Party is
uncovered or reasonably suspected. Company shall have the first right to enforce any patent within the Licensed Patents against any Infringement or alleged Infringement thereof, and in each case shall at all times keep Amgen informed as to the
status thereof. Company may, at its own expense, institute suit against any such infringer or alleged infringer and control, defend and settle such suit in a manner consistent with the terms and provisions hereof, and recover any damages, awards or
settlements resulting therefrom, subject to Section 4.5 (Recovery). Amgen shall reasonably cooperate in any such litigation at 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

16. 








 
Company’s expense; where necessary, Amgen shall join in, or be named as a necessary party to, such litigation. Company shall not enter into any settlement of any claim described in this
Section 4.3.1 (Company Enforcement) that admits to the invalidity or unenforceability of the Licensed Patents, incurs any financial liability on the part of Amgen, requires an admission of liability, wrongdoing or fault on the part of Amgen,
without Amgen’s prior written consent, in each case, such consent not to be unreasonably withheld. 
 4.3.2 Amgen
Enforcement. If Company elects not to take good faith steps to enforce any patent within the Licensed Patents described in Section 4.3.1 (Company Enforcement) with respect to an Infringement (or otherwise take good faith steps to
resolve such Infringement) in a particular country within [*] of receiving notice that an Infringement exists in such country (provided the foregoing shall not limit Amgen’s right to pursue equitable relief at any time in any court of competent
jurisdiction in order to protect its rights in the Licensed Patents), then it shall so notify Amgen in writing, and upon receiving such notice, then Amgen may, in its sole judgment and at its own expense, take steps to enforce any such patent,
including instituting suit against any such infringer or alleged infringer, and control, defend and settle such suit in a manner consistent with the terms and provisions hereof, and recover any damages, awards or settlements resulting therefrom,
subject to Section 4.5 (Recovery). Company shall reasonably cooperate in any such litigation at Amgen’s expense; where necessary, Company shall join in, or be named as a necessary party to, such litigation. Amgen shall not enter into any
settlement of any claim described in this Section 4.3.2 that admits to the invalidity or unenforceability of the Licensed Patents, incurs any financial liability on the part of Company or requires an admission of liability, wrongdoing or fault
on the part of Company without Company’s prior written consent, in each case, such consent not to be unreasonably withheld. 
 4.3.3
Progress Reports; Participation. The Party initiating or defending any enforcement action described in this Section 4.3 (Enforcement) (the “Enforcing Party”) shall keep the other Party reasonably informed of the
progress of any such enforcement action, and such other Party shall have the individual right to participate with counsel of its own choice at its own expense. The selection of such counsel will be subject to the Enforcing Party’s approval
(which shall not be unreasonably withheld). 
 Section 4.4 Defense of Third Party Claims. If either (a) any Product Exploited by or
under authority of Company becomes the subject of a Third Party’s claim or assertion of Infringement of a patent relating to the manufacture, use, sale, offer for sale or importation of such Product in the Field in the Territory, or (b) a
declaratory judgment action is brought naming either Party as a defendant and alleging invalidity or unenforceability of any of the Licensed Patents, the Party first having notice of the claim or assertion shall promptly notify the other Party, and
the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names it as a defendant
(the “Defending Party”). Neither Party shall enter into any settlement of any claim described in this Section 4.4 that admits to the invalidity or unenforceability of the Licensed Patents, incurs any financial liability on the
part of the other Party, or requires an admission of liability, wrongdoing or fault on the part of the other Party, without such other Party’s prior written consent, in each case, such consent not to be unreasonably withheld. In any event, the
other Party shall reasonably assist the Defending Party and cooperate in any such litigation at the Defending Party’s request and expense. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

17. 








 Section 4.5 Recovery. Except as otherwise provided, the costs and expenses of the Party
bringing suit under Section 4.3 (Enforcement) shall be borne by such Party, and any damages, settlements or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party
controlling such action shall first be applied to the out-of-pocket costs of each Party in connection with such action; and then (ii) the remainder of the recovery shall be shared between the Parties as follows: 

(a) If Company is the Enforcing Party, as if such recovery were Net Sales under this Agreement and Company shall pay to Amgen a portion of such
Net Sales equal to the royalties calculated and payable with respect to the applicable Product under Section 3.4 (Royalties); and 
 (b)
If Amgen is the Enforcing Party, [*] to Amgen, and [*] to Company. 
 Section 4.6 Patent Term Extensions and Filings for Regulatory Exclusivity
Periods. Company shall advise Amgen in advance when it is considering any patent term extension or supplementary protection certificates or their equivalents for the Licensed Patents. With respect to any patent listings required for any
Regulatory Exclusivity for Products in the Territory, the Parties shall mutually agree on which Licensed Patents to list. 
 Section 4.7 Patent
Marking. Company shall mark, and shall cause all other Selling Parties to mark, Products with all Licensed Patents in accordance with applicable Law, which marking obligation shall continue for as long as (and only for as long as) required
under applicable Law. 
 ARTICLE 5. OBLIGATIONS OF THE PARTIES 

Section 5.1 Responsibility. Following the Closing Date and at all times during the Term (except as expressly stated otherwise herein),
Company shall be responsible for, and shall bear all costs associated with, the research, development and commercialization of the Product(s) in the Territory, including regulatory, pharmacovigilance, manufacturing, distribution, marketing and sales
activities. Subject to Company’s obligations hereunder, all decisions concerning the development, marketing and sales of Product(s) in the Territory, including the clinical and regulatory strategy, design, sale, price and promotion of
Product(s) covered under this Agreement, shall be within the sole discretion of Company. 
 Section 5.2 Diligence. Company shall
(directly and/or through one or more Affiliates and/or Sublicensees or subcontractors) use Commercially Reasonable Efforts to develop and commercialize the Products in the Territory, [*]. The foregoing shall include use of Commercially Reasonable
Efforts (directly and/or through one or more Affiliates and/or Sublicensees) with respect to [*]. In addition to the obligations of Company to use Commercially Reasonably Efforts, if Company, its Affiliates and/or their respective Sublicensees have
not [*], Company shall promptly (but in no event later than [*] after each such applicable date) notify Amgen in writing of such failure to achieve such event (a “Specified Diligence Failure”) in a timely manner (the
“Diligence Notice”); provided that, if Company either (A) fails to timely [*] despite its good faith efforts to do so or (B) has a Specified Diligence Failure 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

18. 








 as a result of [*] as required under [*], then the deadline described above shall be equitably extended to
account for [*] to comply therewith (provided, in the case of a failure under clause (A), such equitable extension shall [*]). Company will notify Amgen if such an equitable extension is necessary, and will provide Amgen with a good faith,
non-binding estimate of the expected duration of such extension. Notwithstanding anything to the contrary, Amgen shall have the right to terminate this Agreement for a Specified Diligence Failure by providing [*] written notice to Company,
provided such Specific Diligence Failure is not cured during such notice period. Company shall notify Amgen immediately upon obtaining Marketing Approval of each Product in each country. 

Section 5.3 Reports. On January 15 and July 15 of each year, Company shall submit to Amgen a report summarizing in reasonable
detail, on a Product-by-Product basis, activities related to the Exploitation of Products that Company or any of its Affiliates has performed, or caused to be performed, during the preceding six (6)-month period, and future activities related to the
Exploitation of Products it then-currently expects to initiate during the following six (6)-month period. 
 Section 5.4 Intentionally
omitted. 
 Section 5.5 Pre-Existing Agreements. Promptly after the Closing Date, Amgen shall assign the Pre-Existing Agreements
to Company, to the extent it has the right under such agreement(s) to do so (and will use commercially reasonable efforts to obtain any required consents). Until the effective date of such assignment or sublicense, as applicable, (a) Company
agrees to perform, or assist Amgen in performing, Amgen’s obligations under such agreement, and (b) Amgen agrees to use reasonable efforts to provide Company with any rights Amgen receives under such agreement and sublicense, as
applicable. 
 Section 5.6 Company Location. Within sixty (60) days following the Closing Date, Company, Pinta Biosciences, Inc. or
Santa Maria Biosciences, Inc. (either alone or together) shall establish facilities in or around Thousand Oaks, California (the “Thousand Oaks Facilities”). At least one of Company, Pinta Biosciences, Inc., or Santa Maria
Biosciences, Inc. shall be obligated to maintain such Thousand Oaks Facilities until the earliest of (a) two (2) years following the date of such establishment, (b) the end of the Term or (c) a Sale Transaction of Company.
Promptly after the Closing Date, Amgen and Company shall work together to mutually identify appropriate personnel candidates to develop and commercialize the Products in the Territory. Company shall use commercially reasonable efforts to hire and
retain such candidates. 
 ARTICLE 6. INTENTIONALLY OMITTED. 

ARTICLE 7. REPRESENTATIONS AND COVENANTS 

Section 7.1 Mutual Warranties. Each of Amgen and Company represents and warrants that: 

(a) it is duly organized and validly existing under the Law of the jurisdiction of its incorporation, and has full corporate power and
authority to enter into this Agreement and to carry out the provisions hereof; 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

19. 








 (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations
hereunder, and the individual executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action; and 

(c) this Agreement is legally binding upon it and enforceable in accordance with its terms. The execution, delivery and performance of this
Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material applicable Law. 

Section 7.2 Additional Amgen Warranties. Amgen warrants to Company that: 

(a) As of the Signing Date, Amgen Controls the Licensed Patents and the Licensed Know-How listed on the Licensed Know-How Schedule, and is
entitled to grant the licenses specified herein. Amgen has not caused any Patent Right included in the Licensed Patents to be subject to any liens or encumbrances and Amgen has not granted to any Third Party any rights or licenses under such Patent
Rights or Licensed Know-How that would conflict with the licenses granted to Company hereunder. None of the Licensed Patents are in-licensed by Amgen; 

(b) As of the Signing Date, Amgen has no knowledge of any claim or litigation that has been brought or threatened in writing by any Third Party
alleging that (i) the Licensed Patents are invalid or unenforceable or (ii) the manufacture, sale, offer for sale or importation of the Products in the Field in the Territory infringes or misappropriates any patents or other intellectual
property rights of any Third Party; 
 (c) As of the Signing Date, no patent application or registration within the Licensed Patents is the
subject of any pending interference, opposition, cancellation or patent protest pursuant to 37 C.F.R. § 1.291; 
 (d) Amgen has made
available to Company true and correct copies of the following: (i) all material Regulatory Filings for the Territory; (ii) all material correspondence with Governmental Authorities with respect to such Regulatory Filings; (iii) all
minutes of any material meetings, telephone conferences or discussions with Governmental Authorities with respect to such Regulatory Filings; and (iv) all final clinical trial reports, in each case with respect to the Products and to the extent
in existence as of the Signing Date; 
 (e) Amgen is the owner of each such Regulatory Filing in the Field in the Territory; 

(f) Intentionally omitted; 
 (g)
As of the Signing Date, the copy each Pre-Existing Agreement disclosed to Company prior to the Signing Date is, but for the redactions contained therein, a true and complete copy. Amgen further represents and warrants that Company will not be bound
by any provision that is redacted from such copies of any Pre-Existing Agreement; and 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

20. 








 (h) As of the Signing Date, Amgen has no knowledge that the manufacture of Products using the
Amgen Cell Line provided under this Agreement would infringe any patents of any Third Party in a manner that would reasonably be expected to have a material adverse effect on Company’s ability to Commercialize the Products on or after
January 1, 2019. 
 Section 7.3 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 7 (REPRESENTATIONS), NEITHER
PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR VALIDITY OF PATENT CLAIMS. NOTHING IN THIS
AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY EITHER PARTY THAT EITHER PARTY WILL BE SUCCESSFUL IN OBTAINING ANY PATENT RIGHTS, OR THAT ANY PATENTS WILL ISSUE BASED ON A PENDING APPLICATION. WITHOUT LIMITING THE
RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES EXPRESSLY SET FORTH HEREIN, EACH PARTY SPECIFICALLY DISCLAIMS ANY GUARANTEE THAT THE PRODUCTS WILL BE SUCCESSFUL, IN WHOLE OR IN PART. 

Section 7.4 Company Covenants. Company covenants to Amgen that: 

(a) it will conduct, and will cause its Affiliates and contractors to conduct, all preclinical and clinical studies for Products and
manufacturing of Products, in accordance with (i) all U.S. Laws and the Laws of the country in which such clinical studies are conducted, (ii) the known or published standards of the FDA and the Regulatory Authority in such country, and
(iii) the scientific standards applicable to the conduct of such studies and activities in the United States and in such country including current good laboratory practice, current good clinical practice and current good manufacturing practice.
Neither Company, nor any officer, employee or agent of Company, will make an untrue statement of a material fact to any Regulatory Authority with respect to Products (whether in any submission to such Regulatory Authority or otherwise), and none of
the foregoing will knowingly fail to disclose a material fact required to be disclosed to any Regulatory Authority with respect to Products; 

(b) it will, and will cause its Affiliates and contractors to, comply with all Law with respect to the commercialization of Products; 

(c) it will not knowingly employ any personnel or knowingly use a contractor or consultant that has been debarred by the FDA (or subject to a
similar sanction of any other Regulatory Authority), or that is subject of an FDA debarment investigation or proceeding (or similar proceeding of any other Regulatory Authority); and 

(d) it shall comply with all (i) U.S. Laws prohibiting the re-export, directly or indirectly, of certain controlled U.S.-origin items
without a license to parties located in certain countries or appearing on certain U.S. Government lists of restricted parties; (ii) U.S. Laws prohibiting participation in non-U.S. boycotts that the United States does not support; and
(iii) U.S. Laws prohibiting the sale of products to parties from any country subject to U.S. economic sanctions or who are identified on related U.S. Government lists of restricted parties. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

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 ARTICLE 8. INDEMNIFICATION 

Section 8.1 Indemnity. 

8.1.1 By Amgen. Amgen agrees to defend Company and its (and its Affiliates’) directors, officers, employees and agents (the
“Company Indemnified Parties”) at Amgen’s cost and expense, and will indemnify and hold Company and the other Company Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including
legal fees and expenses) (collectively, “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the gross negligence or willful misconduct of
Amgen, or (b) the material breach of this Agreement or the representations and warranties made hereunder by Amgen; except, in each case, to the extent such Losses result from clause (a), (b), or (c) of Section 8.1.2 (By Company). In
the event of any such claim against the Company Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Company promptly notifying Amgen in writing of the claim, (y) Company granting Amgen
sole management and control, at Amgen’s sole expense, of the defense of the claim and/or its settlement (provided that Amgen shall not settle any such claim without the prior written consent of Company if such settlement does not include
a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by a Company Indemnified Party), would bind or impair a Company Indemnified Party, or includes any admission of
wrongdoing or that any intellectual property or proprietary right of Company is invalid or unenforceable), and (z) at Amgen’s expense, the Company Indemnified Parties cooperating with Amgen; provided that in the case of (x) and
(z) any failure or delay in such notice or cooperation shall not excuse any obligations of Amgen except to the extent Amgen is actually prejudiced thereby. The Company Indemnified Parties may, at their option and expense, be represented in any
such action or proceeding by counsel of their own choosing. 
 8.1.2 By Company. Company agrees to defend Amgen and its (and
its Affiliates’) directors, officers, employees and agents (the “Amgen Indemnified Parties”) at Company’s cost and expense, and will indemnify and hold Amgen and the other Amgen Indemnified Parties harmless from and
against any Losses resulting from any Third Party claim (including product liability claims) to the extent arising out of or otherwise relating to (a) the gross negligence or willful misconduct of Company, its Affiliates, or their respective
Sublicensees, (b) the material breach of this Agreement or the representations, warranties and covenants made hereunder by Company, or (c) the Exploitation of any Product by or on behalf of Company, its Affiliates, or their respective
Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the extent such Losses result from clause (a) or (b) of Section 8.1.1 (By Amgen). In the event of any such claim
against the Amgen Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Amgen promptly notifying Company in writing of the claim, (y) Amgen granting Company sole management and control, at
Company’s sole expense, of the defense of the claim and/or its settlement (provided that Company shall not settle any such claim without the prior written consent of Amgen if such settlement does not include a complete release from
liability or if such settlement would involve undertaking an obligation (including the payment of money by an Amgen Indemnified Party), would bind or impair an Amgen Indemnified Party, or includes any


  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

22. 








 
admission of wrongdoing or that any intellectual property or proprietary right of Amgen is invalid or unenforceable) and (z) at Company’s expense, the Amgen Indemnified Parties
cooperating with Company; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Company except to the extent Company is actually prejudiced thereby. The Amgen
Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing. 

Section 8.2 LIMITATION OF DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER TO THE OTHER PARTY FOR ANY PUNITIVE, RELIANCE,
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE, LOST PROFITS, OR LOST SAVINGS) HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF IT HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION
8.2 (LIMITATION OF DAMAGES) SHALL NOT APPLY WITH RESPECT TO (A) ANY BREACH OF ARTICLE 9 (CONFIDENTIALITY) OR (B) THE INTENTIONAL MISCONDUCT OF A PARTY. NOTHING IN THIS SECTION 8.2 (LIMITATION OF DAMAGES) IS INTENDED TO LIMIT OR RESTRICT
THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF A PARTY UNDER THIS ARTICLE 8 (INDEMNIFICATION) WITH RESPECT TO ANY DAMAGES PAID BY THE OTHER PARTY TO A THIRD PARTY IN CONNECTION WITH A THIRD-PARTY CLAIM. 

Section 8.3 Insurance. At least [*] prior to [*], Company shall at its own expense procure and maintain during the Term (and for [*]
thereafter) [*] insurance coverage adequate to cover its obligations hereunder and which is/are consistent with normal business practices of prudent pharmaceutical companies. Additionally, at least [*] prior to [*], Company shall at its own expense
procure and maintain during the Term (and for [*] thereafter) [*] insurance coverage adequate to cover its obligations hereunder and which is consistent with normal business practices of prudent pharmaceutical companies. Each insurance policy
required by and procured by Company under this Section 8.3 (Insurance) shall [*]. Such insurance shall not be construed to create a limit of Company’s liability with respect to its indemnification obligations under this Article 8
(Indemnification). Company shall provide Amgen with a certificate of insurance or other evidence of such insurance, upon request. Company shall provide Amgen with written notice at least [*] prior to the cancellation, non-renewal or a material
change of or in such insurance which materially adversely affects the rights of Amgen hereunder, and [*] prior written notice of cancellation for non-payment of premiums. Company’s insurance hereunder shall be primary with respect to the
obligations for which Company is liable hereunder. 
 ARTICLE 9. CONFIDENTIALITY 

Section 9.1 Confidential Information. 

9.1.1 Confidential Information. Each Party (“Disclosing Party”) may disclose to the other Party
(“Receiving Party”), and Receiving Party may acquire during the course and conduct of activities under this Agreement, certain proprietary or confidential information of Disclosing Party in connection with this Agreement. The term
“Confidential Information” means (a) all Licensed Know-How, (b) all Licensed Materials, and (c) all ideas and information 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

23. 








 of any kind, whether in written, oral, graphical, machine-readable or other form, whether or not marked as
confidential or proprietary, which are transferred, disclosed or made available by Disclosing Party or at the request of Receiving Party. During the Term, Amgen shall keep completely confidential all Licensed Know-How and Licensed Materials to the
extent disclosure of such Confidential Information would negatively impact in any material way the Exploitation of the Products in the Territory by Company or its Affiliates or Sublicensees. For clarity, any modifications, improvements,
enhancements, derivatives, or extracts of or related to the Licensed Know-How and Licensed Materials conceived or reduced to practice by or on behalf of Company, its Affiliates, or Sublicensees shall be considered Company’s Confidential
Information. 
 9.1.2 Restrictions. During the Term and for [*] thereafter, Receiving Party shall keep completely confidential
all Disclosing Party’s Confidential Information. Receiving Party shall not use Disclosing Party’s Confidential Information except to the extent necessary to perform its obligations and exercise its rights under this Agreement. Receiving
Party has the right to disclose Disclosing Party’s Confidential Information without Disclosing Party’s prior written consent, to the extent and only to the extent reasonably necessary, to Receiving Party’s Affiliates and their
employees, subcontractors, consultants or agents who have a need to know such Confidential Information in order to perform its obligations and exercise its rights under this Agreement and who are required to comply with the restrictions on use and
disclosure in this Section 9.1.2 (Restrictions). Receiving Party shall use diligent efforts to cause those entities and persons to comply with the restrictions on use and disclosure in this Section 9.1.2 (Restrictions). Receiving Party
assumes responsibility for those entities and persons maintaining Disclosing Party’s Confidential Information in confidence and using same only for the purposes described herein. 

9.1.3 Exceptions. Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing
Party’s Confidential Information shall not apply to the extent that Receiving Party can demonstrate that the Disclosing Party’s Confidential Information: (a) was known to Receiving Party or any of its Affiliates prior to the time of
disclosure, as evidenced by contemporaneous written records; (b) is or becomes public knowledge through no fault or omission of Receiving Party or any of its Affiliates; (c) is obtained by Receiving Party or any of its Affiliates from a
Third Party under no obligation of confidentiality to Disclosing Party; or (d) has been independently developed by employees, subcontractors, consultants or agents of Receiving Party or any of its Affiliates without the aid, application or use
of Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records. 
 9.1.4 Permitted
Disclosures. Receiving Party may disclose Disclosing Party’s Confidential Information to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: 

(a) in order to comply with applicable law (including any securities law or regulation or the rules of a securities exchange) or with a legal
or administrative proceeding; 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

24. 








 (b) in connection with prosecuting or defending litigation, Marketing Approvals and other
regulatory filings and communications, and filing, prosecuting and enforcing Patents in connection with Receiving Party’s rights and obligations pursuant to this Agreement; and 

(c) in connection with exercising its rights hereunder, to its Affiliates; potential and future collaborators (including Sublicensees where
Company is the Receiving Party); and permitted and potential acquirers or assignees; potential investment bankers, investors and lenders; 
 provided
that (1) with respect to the foregoing clause (a) or (b), where reasonably possible, Receiving Party shall notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such
disclosure so as to allow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to the foregoing clause (c), each of those named
people and entities are required to comply with the restrictions on use and disclosure in Section 9.1.2 (Restrictions) (other than investment bankers, investors and lenders, which must be bound prior to disclosure by commercially reasonable
obligations of confidentiality). 
 Section 9.2 Terms of this Agreement; Publicity. 

9.2.1 Restrictions. The Parties agree that the terms of this Agreement shall be treated as Confidential Information of both
Parties, and thus may be disclosed only as permitted by Section 9.1.4 (Permitted Disclosures). Except as required by law and except for the press release attached hereto as the Press Release Schedule to be issued on or after the Closing Date,
each Party agrees not to issue any press release or public statement disclosing information relating to this Agreement or the Products in the Territory or the transactions contemplated hereby or the terms hereof without the prior written consent of
the other Party not to be unreasonably withheld (or as such consent may be obtained in accordance with Section 9.2.2 (Review)). 

9.2.2 Review. In the event either Party (the “Issuing Party”) desires to issue a press release or other public
statement disclosing information relating to this Agreement or the transactions contemplated hereby or the terms hereof, the Issuing Party shall provide the other Party (the “Reviewing Party”) with a copy of the proposed press
release or public statement (the “Release”). The Issuing Party shall specify with each such Release, taking into account the urgency of the matter being disclosed, a reasonable period of time within which the Receiving Party may
provide any comments on such Release (but in no event less than [*] business days) and if the Receiving Party fails to provide any comments during the response period called for by the Issuing Party, the Reviewing Party shall be deemed to have
consented to the issuance of such Release. If the Receiving Party provides any comments, the Parties shall consult on such Release and work in good faith to prepare a mutually acceptable Release. Either Party may subsequently publicly disclose any
information previously contained in any Release so consented to. For the avoidance of doubt, notwithstanding anything to the contrary, Company, in its sole discretion, may (a) subject to the terms of Section 9.1 (Confidential Information),
disclose information relating to Company’s, its Affiliates’, and Sublicensees’ activities in connection with the subject matter hereunder, including information relating to research and any clinical trial conducted by Company
(including in marketing or publicity materials) and any health or safety 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

25. 








 matter related to a Product and (b) disclose information relating to this Agreement or the transactions
contemplated hereby to current and potential investors in and potential acquirers and Sublicensees of Company who are bound prior to disclosure by commercially reasonable obligations of confidentiality. 

Section 9.3 Relationship to the Confidentiality Agreement. All “Confidential Information” disclosed or received by or on behalf
of a Party under that certain Confidential Disclosure Agreement between Amgen and Kleiner Perkins Caufield & Byers, dated October 17, 2011, shall be deemed “Confidential Information” hereunder and shall be subject to the
terms and conditions of this Agreement. 
 Section 9.4 Publications. 

9.4.1 Right to Publish. Subject to the provisions of Sections 9.1 (Confidential Information), 9.2 (Terms of this Agreement;
Publicity) and 9.4.2 (Review), both Parties shall have the right to publish with respect to Products in publications based in the Territory, and to make scientific presentations on Products in the Territory (provided that prior to any such
publication or presentation by Amgen with respect to a Product in the Territory, Amgen shall obtain Company’s prior written consent). Neither Party shall publish the [*] or information concerning the [*] without the prior consent of the other
Party. 
 9.4.2 Review. Except as required by Law or court order, for any proposed publication or presentation regarding a
Product in the Territory, the Party desiring to make such publication: (a) shall transmit a copy of the proposed publication for review and comment to the other Party (and any applicable licensee) at least [*] prior to the submission of such
publication to a Third Party;; (b) upon request of the other Party (or applicable licensee) shall remove all Confidential Information of the other Party (or applicable licensee); and (c) shall consider all reasonable comments made by the
other Party (or applicable licensee). 
 ARTICLE 10. TERM AND TERMINATION 

Section 10.1 Term. The term of this Agreement (the “Term”) shall commence on the Signing Date, and unless terminated
earlier as provided in this Article 10 (Term and Termination), shall continue in full force and effect until expiration of the last-to-expire Royalty Term for any Product in the Territory. Upon expiration of this Agreement, the licenses granted to
Company by Amgen under this Agreement to Exploit Products shall be fully paid-up, royalty-free, irrevocable and non-exclusive. 
 Section 10.2
Termination by Amgen. 
 10.2.1 Breach. 

(a) Subject to Section 10.2.1(b), Amgen shall have the right to terminate this Agreement in full upon delivery of written notice to
Company in the event of any material breach by Company of any terms and conditions of this Agreement; provided that such termination shall not be effective if such breach has been cured within [*] after written notice thereof is given by
Amgen to Company specifying the nature of the alleged breach. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

26. 








 (b) Notwithstanding the foregoing, in the event of a good faith dispute between the Parties as to
whether Company has materially breached any terms or conditions of this Agreement (a “Dispute”), then, except [*], (i) the Parties shall resolve the Dispute pursuant to Section 11.4 (Governing Law; Jurisdiction) (the
period until the resolution of such Dispute being the “Dispute Period”); (ii) each Party will continue to perform its obligations under this Agreement during the Dispute Period and (iii) if the relevant judicial finder of
fact (“Finder of Fact”) determines that Company is in material breach as asserted by Amgen (a “Breach”), then, following such adjudication by the Finder of Fact and in lieu of any such termination by Amgen, Company
shall have the right to cure (A) any payment breach by payment in full of any finally determined monetary award and (B) any other breach that [*]. For avoidance of doubt, this Section 10.2.1 shall not abrogate Amgen’s right to
obtain injunctive or equitable relief at any time from a court of competent jurisdiction and/or attorneys’ fees in connection with any relief so granted. 

10.2.2 Termination for IP Challenge. To the extent allowed by Law, Amgen shall have the right, upon written notice to Company,
to terminate in full (a) this Agreement, in the event that Company or any of its Affiliates directly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Licensed Patents or Framework Patents,
or (b) any Sublicensee’s sublicense, in the event that such Sublicensee directly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Licensed Patents; provided that Amgen shall not
have the right to terminate any sublicense under Section 10.2.2 (b) (Termination for IP Challenge) for any such challenge by any Sublicensee if such challenge is dismissed within [*] of Amgen’s notice to Company under this
Section 10.2.2 (Termination for IP Challenge) and not thereafter continued. 
 Section 10.3 Termination by Company. 

10.3.1 Breach. Company shall have the right to terminate this Agreement in full upon delivery of written notice to Amgen in the
event of any material breach by Amgen of any terms and conditions of this Agreement; provided that such termination shall not be effective if such breach has been cured within [*] after written notice thereof is given by Company to Amgen
specifying the nature of the alleged breach. 
 10.3.2 Discretionary Termination. Company shall have the right to terminate
this Agreement in full, or on a Product-by-Product basis, [*] after delivery of written notice to Amgen if the Board of Directors of Company concludes due to scientific, technical, regulatory or commercial reasons, including (a) safety or
efficacy concerns, including adverse events of a Product, (b) concerns relating to the present or future marketability or profitability of a Product, (c) reasons related to patent coverage or (d) existing and anticipated competition,
renders the Exploitation of a Product no longer commercially practicable for Company. 
 Section 10.4 Termination Upon Bankruptcy. Either
Party may terminate this Agreement if, at any time, the other Party shall (a) file in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization
or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, (b) propose a written agreement of composition or extension of its debts, (c) be served with an


  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

27. 








 involuntary petition against it, filed in any insolvency proceeding, and such petition has not been dismissed
within [*] after the filing thereof, (d) propose or be a party to any dissolution or liquidation, (e) make an assignment for the benefit of its creditors or (f) admit in writing its inability generally to meet its obligations as they
fall due in the general course. 
 Section 10.5 Effects of Termination. Upon termination by either Party under Sections 10.2 (Termination
by Amgen), 10.3 (Termination by Company) or 10.4 (Termination Upon Bankruptcy): 
 (a) Company shall responsibly wind-down, in accordance
with accepted pharmaceutical industry norms and ethical practices, any on-going clinical studies for the Terminated Products for which it has responsibility hereunder in which patient dosing has commenced or, if reasonably practicable and requested
by Amgen, Company, its Affiliates or its Sublicensees shall complete such trials. Company shall be responsible for any costs associated with such wind-down. Amgen shall pay all costs incurred by either Party to complete such studies should Amgen
request that such studies be completed. 
 (b) A termination of this Agreement shall [*] with respect to the Terminated Products pursuant to
Section [*]; provided that, with respect to [*], as of the effective date of termination and [*] consistent with the terms and conditions contained herein, with [*], or [*], Company may, to the extent it is legally permitted to do so, [*] and
[*] and [*] and [*]. 
 (c) All rights and licenses granted by Amgen to Company in Article 2 (License Grant) with respect to the Terminated
Products shall terminate, and Company and its Affiliates shall cease all use of Licensed Know-How and Licensed Patents related to the Terminated Products and all Exploitation of the Terminated Products, except to the extent required under
Section 10.5(a). 
 (d) Upon Amgen’s request, all Marketing Approvals and other regulatory filings and communications relating to
the Terminated Products owned (in whole or in part) or otherwise controlled by Company and its Affiliates and Sublicensees, and all other documents relating to or necessary to further Exploit any Terminated Products, as such items exist as of the
effective date of such termination (including all related completed and ongoing clinical studies) shall be assigned to Amgen, and Company shall provide to Amgen one (1) copy of the foregoing and all documents contained in or referenced in any
such items, together with the raw and summarized data for any clinical studies (and where reasonably available, electronic copies thereof). In the event of any failure to obtain assignment, Company hereby consents and grants to Amgen the right to
access and reference (without any further action required on the part of Company, whose authorization to file this consent with any Regulatory Authority is hereby granted) any such item. 

(e) Company hereby grants to Amgen and its Affiliates, and Amgen and its Affiliates shall automatically have, a [*] license, [*], under
Know-How and Patent Rights that are Controlled by Company or any of its Affiliates and Sublicensees for Exploiting the Terminated Products and any improvement to any of the foregoing (such license effective only as of and after the effective date of
such termination). The Patent Rights so licensed shall be subject to [*]. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

28. 








 (f) Upon Amgen’s request, Company shall assign (or, if applicable, shall cause its
Affiliates or Sublicensees to assign) to Amgen all of Company’s (and such Affiliates’ and Sublicensees’) right, title and interest in and to any registered or unregistered trademarks or internet domain names worldwide that are
specific to a Terminated Product (it being understood that the foregoing shall not include any trademarks or internet domain names that contain the corporate or business name(s) of Company). 

(g) Company agrees (and shall cause its Affiliates and Sublicensees as a condition of the grant of the applicable Sublicense to so agree) to
fully cooperate with Amgen and its designee(s) to facilitate a smooth, orderly and prompt transition of the Exploitation of Terminated Products in the Territory to Amgen and/or its designee(s). Upon request by Amgen, and at Amgen’s expense,
Company shall transfer to Amgen some or all quantities of Terminated Products in its possession. If Company is, at the time of such termination of this Agreement, party to any Third Party contracts with respect to a Terminated Product, then it shall
provide Amgen notice and (to the extent permitted to do so) copies thereof Company shall assign to Amgen (and Amgen shall assume and perform) any such contracts requested by Amgen, to the extent it has the right under such contract(s) to do so (and
shall use commercially reasonable efforts to obtain any required consents). In addition, Company shall, at Amgen’s cost and expense, provide any cooperation reasonably requested by Amgen to ensure uninterrupted supply of Terminated Products. If
Company manufactured any Terminated Product at the time of termination, then Company shall continue to provide for manufacturing of such Product for Amgen, at [*] of the fully-burdened manufacturing cost therefor (for clarity, such cost shall be
paid by Amgen to Company), from the date of notice of such termination until the sooner to occur of (a) such time as Amgen is able, using commercially reasonable efforts to do so, to secure an acceptable alternative commercial manufacturing
source from which sufficient quantities of Product may be procured and legally sold in the Territory and (b) [*] from the effective date of termination of this Agreement. 

(h) For clarity, the terms and conditions of this Agreement shall continue in full force and effect with respect to any Product other than the
Terminated Products, and the terms and conditions of the provisions listed as surviving pursuant to Section 10.6 (Survival) shall continue in full force and effect with respect to the Terminated Products. 

Company shall duly execute and deliver, or caused to be duly executed and delivered, such instruments and shall do and cause to be done such activities and
things, including the filings of such assignments, agreements, documents and instruments, as may be necessary under, or as Amgen may reasonably request in connection with, Amgen’s rights under this Section 10.5 (Effects of Termination).

 Section 10.6 Survival. In addition to the termination consequences set forth in Section 10.5 (Effects of
Termination), the following provisions shall survive termination or expiration of this Agreement: Articles 1 (Definitions), 7 (Indemnification), 8 (Confidentiality), and 10 (Miscellaneous) and Sections 2.7 (Limited Exploitation Rights), 3.3
(Milestone Payments) (with respect to milestones reached prior to such expiration or termination), 3.4 (Royalties) (with respect to sales made before such expiration or termination), 3.6 (Method of Payment; Royalty Reporting\) through 3.10 (Taxes)
(inclusive) (with respect to periods with sales of Products made 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

29. 








 before such expiration or termination), 4.3 (Enforcement) through 4.5 (Recovery) (with respect to any action
initiated prior to such expiration or termination), 7.3 (Disclaimer), 10.5 (Effects of Termination) and this Section 10.6 (Survival). Termination or expiration of this Agreement shall not relieve the Parties of any liability or obligation which
accrued hereunder prior to the effective date of such termination or expiration nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement nor prejudice
either Party’s right to obtain performance of any obligation. All other rights and obligations shall terminate upon expiration of this Agreement. 

ARTICLE 11. MISCELLANEOUS 
 Section 11.1 Entire
Agreement Amendment. This Agreement and all Schedules attached to this Agreement constitute the entire agreement between the Parties as to the subject matter hereof. All prior and contemporaneous negotiations, representations, warranties,
agreements, statements, promises and understandings with respect to the subject matter of this Agreement are superseded hereby. Neither Party shall be bound by or charged with any written or oral agreements, representations, warranties, statements,
promises or understandings not specifically set forth in this Agreement. No amendment, supplement or other modification to any provision of this Agreement shall be binding unless in writing and signed by both Parties. 

Section 11.2 Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement
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(35A) of the U.S. Bankruptcy Code to the extent
permitted thereunder. The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction. Upon the commencement of a bankruptcy
proceeding by or against either Party, the Party that is not a party to such proceeding shall further be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such
intellectual property, which, if not already in the non-subject Party’s possession, shall be promptly delivered to it, unless the Party subject to the proceeding elects to continue, and continues, to perform all of its obligations under this
Agreement. 
 Section 11.3 Independent Contractors. The relationship between Company and Amgen created by this Agreement is solely that
of independent contractors. This Agreement does not create any agency, distributorship, employee-employer, partnership, joint venture or similar business relationship between the Parties. Neither Party is a legal representative of the other Party,
and neither Party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other Party for any purpose whatsoever. Each Party shall use its own discretion and shall have complete and
authoritative control over its employees and the details of performing its obligations under this Agreement. 
 Section 11.4 Governing Law;
Jurisdiction. This Agreement and its effect are subject to and shall be construed and enforced in accordance with the law of [*], without regard to its conflicts or choice of law rules or principles, except as to any issue which depends upon
the validity, scope or enforceability of any Licensed Patent, which issue shall be determined in accordance 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

30. 








 with the laws of the country in which such patent was issued. Each of the Parties hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts of [*] for any matter arising out of or relating to this Agreement and the transactions contemplated hereby, and agrees not to commence any litigation relating thereto
except in such courts. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any matter arising out of this Agreement or the transactions contemplated hereby in the courts of [*] and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. The Parties agree that a final judgment in any such matter shall be
conclusive and may be enforced in other jurisdictions by suits on the judgment or in any other manner provided by law. Any proceeding brought by either Party under this Agreement shall be exclusively conducted in the English language. 

Section 11.5 Notice. Except as otherwise expressly set forth herein, all notices or communication required or permitted to be given by
either Party hereunder shall be deemed sufficiently given if mailed by registered mail or certified mail, return receipt requested, or sent by overnight courier, such as Federal Express, to the other Party at its respective address set forth below
or to such other address as one Party shall give notice of to the other from time to time hereunder. Mailed notices shall be deemed to be received on the third (3rd) business day following the date of mailing. Notices sent by overnight courier
shall be deemed received the following business day. 
  

					
		 	If to Company:	  	 Nina Biosciences, Inc.
 c/o Kleiner Perkins
Caufield & Byers
 2750 Sand Hill Road
 Menlo Park CA
94025
 Attn: Isaac Ciechanover, MD

			
		 	If to Amgen:	  	 Amgen Inc.
 One Amgen Center Drive

Thousand Oaks, CA 91320
 Attn: Corporate Secretary


 Section 11.6 Compliance With Law; Severability. Nothing in this Agreement shall be construed to require the
commission of any act contrary to Law. If any one or more provisions of this Agreement is held to be invalid, illegal or unenforceable, the affected provisions of this Agreement shall be curtailed and limited only to the extent necessary to bring it
within the applicable legal requirements, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. 

Section 11.7 Non-Use of Names. Amgen shall not, and shall require its Affiliates not to, use the name, trademark, logo or physical likeness
of Company or any of its officers, directors or employees, or any adaptation of any of them, in any advertising, promotional or sales literature, without such Company’s prior written consent. Company shall not, and shall require its Affiliates
not to, use the name, trademark, logo or physical likeness of Amgen or any of its officers, directors or employees, or any adaptation of any of them, in any advertising, promotional or sales literature, without Amgen’s prior written consent.


  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

31. 








 Section 11.8 Successors and Assigns. Neither this Agreement nor any of the rights or
obligations created herein, except for the right to receive any remuneration hereunder, may be assigned by either Party, in whole or in part, without the prior written consent of the other Party, not to be unreasonably withheld or delayed except
that either Party shall be free to assign this Agreement in connection with any merger, sale of such Party or sale of all or substantially all of the assets of the Party relating to this Agreement (a “Sale Transaction”), without the
prior consent of the non-assigning Party; provided that, in the case of a Sale Transaction of Company, the assignee shall be required to assume all of Company’s obligations hereunder. This Agreement shall bind and inure to the benefit of
the successors and permitted assigns of the Parties hereto. Any assignment of this Agreement in contravention of this Section 11.8 (Successors and Assigns) shall be null and void. 

Section 11.9 Sale Transaction or Amgen Acquisition. In the event of (x) a Sale Transaction, or (y) the acquisition by Amgen of
all or substantially all of the business of a Third Party (together with any entities that were Affiliates of such Third Party immediately prior to such acquisition, an “Amgen Acquiree”), whether by merger, sale of stock, sale of
assets or otherwise (an “Amgen Acquisition”), the intellectual property rights of the acquiring party in a Sale Transaction, if other than one of the Parties to this Agreement (together with any entities that were affiliates of such
Third Party immediately prior to such Sale Transaction, a “Third Party Acquirer”), or the Amgen Acquiree, as applicable, shall not be included in the technology licensed hereunder or otherwise subject to this Agreement. 

Section 11.10 Waivers. A Party’s consent to or waiver, express or implied, of the other Party’s breach of its obligations
hereunder shall not be deemed to be or construed as a consent to or waiver of any other breach of the same or any other obligations of such breaching Party. A Party’s failure to complain of any act, or failure to act, by the other Party, to
declare the other Party in default, to insist upon the strict performance of any obligation or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof, no matter how long such failure continues, shall not
constitute a waiver by such Party of its rights hereunder, of any such breach, or of any other obligation or condition. A Party’s consent in any one instance shall not limit or waive the necessity to obtain such Party’s consent in any
future instance and in any event no consent or waiver shall be effective for any purpose hereunder unless such consent or waiver is in writing and signed by the Party granting such consent or waiver. 

Section 11.11 No Third Party Beneficiaries. Except as expressly provided with respect to Amgen Indemnified Parties and Company Indemnified
Parties in Article 8 (Indemnification) and Amgen’s licensees, nothing in this Agreement shall be construed as giving any Person, other than the Parties hereto and their successors and permitted assigns, any right, remedy or claim under or in
respect of this Agreement or any provision hereof 
 Section 11.12 Headings; Schedules. Article and Section headings used herein are for
convenient reference only, and are not a part of this Agreement. All Schedules are incorporated herein by this reference. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

32. 








 Section 11.13 Interpretation. Except where the context otherwise requires, wherever used, the
singular shall include the plural and the plural the singular, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense (and/or). The term “including” as used herein shall mean
including, without limiting the generality of any description preceding such term. All references to a “business day” or “business days” in this Agreement means any day other than a day which is a Saturday or Sunday or any day
banks are authorized or required to be closed in the United States. The language in all parts of this Agreement shall be deemed to be the language mutually chosen by the Parties. The Parties and their counsel have cooperated in the drafting and
preparation of this Agreement, and this Agreement therefore shall not be construed against any Party by virtue of its role as the drafter thereof. 

Section 11.14 Counterparts. This Agreement may be executed in counterparts by a single Party, each of which when taken together shall
constitute one and the same agreement, and may be executed through the use of facsimiles or electronically transmitted documents. 

[Signature page follows] 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

33. 








 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above. 

 

									
	NINA BIOSCIENCES, INC.	 		  	AMGEN INC.
					
	By:	 	 /s/ Isaac Ciechanover
	 		  	By:	  	 /s/ Jonathan Peacock

	Name: Isaac Ciechanover	 		  	Name: Jonathan Peacock
	Title: President	 		  	Title: Executive Vice President and Chief Finance Officer


  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 

34. 








 Schedule 

Business Plan 
 [Schedule
begins on following page.] 

  








  
 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







  
 



 







 



 
  







 



 
  







 



 
  







 



 
  







 



 
  







  
 



 







  
 



 







  
 



 







  
 



 







  
 



 







 Schedule 

Licensed Know-How 
 [*] 

[12 pages omitted] 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 








 Schedule 

Licensed Materials 
 [*] 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 








 Schedule 

Licensed Patents 
 [*] 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 








 Schedule 

Milestones and Royalties 
 Milestone
Payments: The Milestone Events and Milestone Payments to be made pursuant to Section 3.3 of the Agreement are as follows: 
  

					
	 Milestone Event
	  	Payment	 
	 Development Milestones, payable on a Product-by-Product basis
	  			
	 [*]
	  	 	[	*] 
	 Commercial Milestones with respect to Products
	  			
	 [*]
	  	 	[	*] 

  

	*	Notwithstanding anything to the contrary, if, [*], then this Milestone Payment shall not be payable until [*]. 

  

	1.	Royalties: The royalty rates payable under Section 3.4 of the Agreement with respect to Net Sales of Product(s) are as follows: 


 

	 	(i)	[*] on the portion of annual Net Sales for Products less than [*]; 

  

	 	(ii)	[*] on the portion of annual Net Sales for Products between [*] and [*], inclusive; and 

  

	 	(iii)	[*] on the portion of annual Net Sales for Products greater than [*]. 

 For the avoidance of
doubt, if a Product is Covered by more than one Licensed Patent, the above royalty shall be paid only once. 
  

	2.	Third Party Payments. In the event that Company or any of its Affiliates or Sublicensees obtains a license under Patent Rights of a Third Party in any country in the Territory that Company or its Affiliate or
Sublicensee, on the advice of patent counsel, determines, in the absence of a license thereunder, would be considered to be Infringed by the development, manufacture, use, sale, offer for sale or import of a Product sold by Company (or its Affiliate
or Sublicensee) in such country (in each case, a “Necessary Third Party License”), then Company may deduct [*] of the royalties actually paid to such Third Party under such Necessary Third Party License with respect to sales of such
Product in such country from the royalty payments owed to Amgen pursuant to Section 2 of this Milestones and Royalties Schedule with respect to Net Sales of such Product in such country. 


 

	3.	No Valid Claim. In the event that any Product is not Covered by at least one (1) Valid Claim of a Licensed Patent within the Territory, then the royalty rates set forth in Section 2(b) of this
Milestones and Royalties Schedule shall be reduced by [*] for such Product. 


  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 









	4.	Maximum Deduction. In no event, however, shall a deduction, or deductions, in the royalty rate pursuant to Section 3 of this Milestones and Royalties Schedule and Section 4 of this Milestones and
Royalties Schedule, reduce the royalty rate payable by Company on Net Sales of a given Product during a given calendar quarter pursuant to Section 2 of this Milestones and Royalties Schedule by more than [*] in the aggregate. 


 

	5.	Mutual Convenience of the Parties. The royalty and other payment obligations set forth hereunder have been agreed to by the Parties for the purpose of reflecting and advancing their mutual convenience, including
the ease of calculating and paying royalties and other amounts to Amgen. Company hereby stipulates to the fairness and reasonableness of such royalty and other payment obligations and covenants not to allege or assert, nor to allow any of its
Affiliates or Sublicensees to allege or assert, nor further to cause or support any other Third Parties to allege or assert, that any such royalty or other payment obligations are unenforceable or illegal in any way. 


  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 








 Schedule 

Pre-Existing Agreements 
 [*] 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 








 Schedule 

Permitted CMOs 
 [*] 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 








 Schedule 

Press Release 
 [Schedule
begins on following page.] 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 








 Amgen to License Assets to Atara Biotherapeutics, Kleiner Perkins Caufield & Byers’ (KPCB) Newly
Formed Drug Development Company 
 September x, 2012, Thousand Oaks, CA — Amgen (NASDAQ: AMGN) and KPCB today announced an agreement that
licenses six Amgen assets to Atara Biotherapeutics, a newly formed drug development company financed by KPCB. The in-licensed assets from Amgen are in various stages of development, from preclinical to early clinical. These drugs will form the
foundation of Atara’s focus on developing innovative drug therapies for patients with cancer and chronic diseases, including nephrology and oncology. Financial terms of the transaction are not being disclosed. 

Atara will have facilities in both the Bay Area and Thousand Oaks, Calif., where it can help broaden the biotechnology hub around Amgen. The Atara leadership
team will be comprised of individuals having previous experience from both Amgen and KPCB. Amgen will have a minority equity interest in Atara, with rights to an observer seat on Atara’s Board of Directors. 

“Amgen is excited to partner with KPCB, a preeminent venture capital firm, to foster a creative business model that will help advance
molecules in Amgen’s pipeline to treat serious illness,” said Sean E. Harper, M.D., executive vice president of Research and Development at Amgen. “The creation of Atara Biotherapeutics also provides the opportunity to further foster
biotechnology innovation in Amgen’s headquarters’ communities.” 
 “The model for Atara will enable us to build on
Amgen’s research to bring a promising group of therapeutics to patients with serious illnesses, enabling them to have a better quality of life,” said Dr. Isaac Ciechanover, CEO Atara Biotherapeutics (former partner at KPCB). 

About Kleiner Perkins 
 Since its founding in 1972, Kleiner
Perkins Caufield & Byers has backed entrepreneurs in more than 500 ventures including AOL, Amazon.com, Citrix, Compaq, Electronic Arts, Google, Groupon, Intuit, Juniper Networks, Netscape, Sun, Symantec, Verisign, webMD and Zynga. This also
includes lifesciences companies Genentech, Genomic Health, Idec and Onyx to name a few. KPCB portfolio companies employ more than 350,000 people worldwide. More than 150 of the firm’s portfolio companies have gone public, and many other KPCB
ventures have achieved success through mergers and acquisitions. KPCB focuses its global investments in three practice areas - digital, greentech and life sciences - and provides entrepreneurs with company-building expertise out of its offices in
Silicon Valley, Beijing and Shanghai. 
 About Amgen 
 Amgen
discovers, develops, manufactures 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, 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, bone disease 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 vital medicines, visit http://www.amgen.com/. Follow
us on http://twitter.com/amgen. 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 








 Schedule 

Products 
 [*] 

  
 [*] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.