Exhibit 10.45
AMENDMENT NO. 13
TO THE SHAREHOLDERS' AGREEMENT OF KIRIN-AMGEN, INC.
This AMENDMENT NO. 13 TO THE SHAREHOLDERS' AGREEMENT OF KIRIN-AMGEN, INC., dated
as of June 28, 2007 (this "Amendment Agreement"), which shall become effective
at 12:01 A.M., Japan Standard Time, on July 1, 2007, is made and entered into by
and among Kirin Brewery Company, Limited, a Japanese corporation to be renamed
Kirin Holdings Company, Limited on July 1, 2007 ("Kirin Holdings"), Kirin Pharma
Company, Limited, a Japanese corporation (including any successors by way of
merger, consolidation, Share Exchange or similar transaction, "Kirin Pharma"),
Amgen Inc., a Delaware corporation ("Amgen"), and Kirin-Amgen, Inc., a Delaware
corporation ("Kirin-Amgen"). All capitalized terms used in this Amendment
Agreement and not otherwise defined herein shall have the meanings assigned to
such terms in the Shareholders' Agreement (defined below), as amended hereby.
RECITALS
A. Kirin Holdings, Amgen and Kirin-Amgen are parties to that certain
Shareholders' Agreement of Kirin-Amgen, Inc., dated May 11, 1984 (as amended,
the "Shareholders' Agreement"), and Kirin Holdings and either or both of Amgen
and Kirin-Amgen, as the case may be, are parties to certain other agreements
listed in Appendix A to this Amendment Agreement (such other agreements
collectively, the "Kirin/Amgen Agreements");
B. Kirin Pharma is a direct, wholly owned subsidiary of Kirin Holdings;
C. The stockholders of Kirin Holdings have approved the effectuation by Kirin
Holdings of a reorganization pursuant to which, among other things, it will
assign, convey and transfer to Kirin Pharma all or substantially all of the
assets and liabilities relating to Kirin Holdings' pharmaceuticals business,
including all of the shares of capital stock of Kirin-Amgen held by Kirin
Holdings (the "Shares") and the rights and obligations of Kirin Holdings under
the Shareholders' Agreement as amended hereby and each Kirin/Amgen Agreement, in
each case by means of a "Kaisha-Bunkatsu" effected in accordance with the
Corporate Split Agreement listed on Appendix D attached hereto and pursuant to
Section 757 of the Japanese Corporation Code (the "Reorganization");
D. Following the Reorganization, Kirin Pharma will continue to be a direct,
wholly owned subsidiary of Kirin Holdings;
E. The Shareholders' Agreement and the Kirin/Amgen Agreements contain certain
restrictions on Kirin Holdings' ability to assign to third parties its rights
and obligations under the Kirin/Amgen Agreements;
F. Kirin Holdings has requested that Amgen consent to the assignment by Kirin
Holdings to Kirin Pharma of all of the rights and obligations of Kirin Holdings
under each Kirin/Amgen Agreement;
NOW, THEREFORE, in order to facilitate the Reorganization and at the same time
protect their respective investments in Kirin-Amgen, the parties have agreed as
follows:
1. CONSENT AND WAIVER; AMENDMENT OF CERTIFICATE OF INCORPORATION; CERTIFICATES
OF CORPORATE REGISTRIES; EXCLUSION FROM THE SCOPE OF THE REORGANIZATION
1.01 Amgen Consent and Waiver
Subject to the terms and conditions of this Amendment Agreement, Amgen and
Kirin-Amgen each hereby consent to the assignment by Kirin Holdings to Kirin
Pharma, pursuant to the Reorganization and in the manner described in the
Reorganization Package, of all of the rights