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EXHIBIT 10.63
AMENDMENT NO. 2 TO ENBREL SUPPLY AGREEMENT
THIS AMENDMENT NO. 2 TO ENBREL SUPPLY AGREEMENT (this "Amendment")
is
entered into effective as of the 16th day
of July, 2002, between and among
Genentech Inc., a Delaware corporation
("Genentech"), Immunex Corporation, a
Washington corporation and a wholly-owned
subsidiary of Amgen Inc. ("Immunex"),
and Amgen Inc., a Delaware corporation
("Amgen").
Genentech and Immunex are parties to that certain ENBREL Supply
Agreement dated April 12, 2002, as amended
by that certain Amendment No. 1 to
ENBREL Supply Agreement dated September 20,
2002 (as amended, the "Agreement").
On July 16, 2002, Amgen acquired Immunex,
making Immunex a wholly-owned
subsidiary of Amgen, and Genentech, Immunex
and Amgen (collectively, the
"Parties") wish to amend the Agreement
accordingly.
NOW, THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1.
Amendments to Defined Terms.
1.1 Section
1.33 (Genentech Confidential Information). Section
1.33 (Genentech Confidential Information) of the Agreement is
amended to read in its entirety as follows:
"1.33 Genentech Confidential Information" means all technical
and other information, whether patented or unpatented,
relating to the Genentech Facility, and/or Genentech
processes, methods, operations, technologies, forecasts and
business information that are disclosed or supplied to, or
used on behalf of, Immunex or its Affiliates (including
without limitation Amgen Inc.) by Genentech pursuant to, or by
any of Genentech's agents or contractors pursuant to, this
Agreement, the Tech Transfer Agreement and/or the Quality
Agreement, or of which Immunex or its Affiliates (including
without limitation Amgen Inc.) may become aware of through the
presence of their employees or agents at Genentech offices or
at the Genentech Facility, including, without limitation,
trade secrets, know-how, processes, concepts, experimental
methods and results and business and scientific plans and
information and facility layout and schematics."
1.2 Section
1.38 (Immunex Confidential Information). Section 1.38
(Immunex Confidential Information) of the Agreement is amended
to read in its entirety as follows:
"1.38 Immunex Confidential Information" means the Cell Line,
Master Cell Bank, Working Cell Bank, Manufacturing
Documentation, Manufacturing Process, and Product, and all
technical and other information, whether patented or
unpatented, relating thereto and/or to Immunex's or any of its
Affiliates' (including without limitation Amgen Inc.)
processes, methods, operations, technologies, forecasts and
business information that are disclosed or supplied to
Genentech by or on behalf of Immunex or its Affiliates
(including without limitation Amgen Inc.) pursuant to this
Agreement, the Tech Transfer Agreement and/or the Quality
Agreement, or of which Genentech may become aware of through
the presence of its employees or agents at Immunex offices or
facilities or at
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offices or facilities of Immunex Affiliates (including without
limitation Amgen Inc.) or at other facilities that manufacture
the Product, including, without limitation, trade secrets,
know-how, processes, concepts, experimental methods and
results and business and scientific plans and information and
facility layout and schematics. All portions of documents and
records
describing or to the extent relating to the
Manufacturing Process at the Genentech Facility, including,
without limitation, process trend and variability data related
to the Product, shall be deemed to be Immunex Confidential
Information."
2.
Confidentiality Obligations.
2.1 Amendments
to Article 17, Confidentiality. Article 17 of the
Agreement, Confidential
