AMGEN INC. (NASDAQ:AMGN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On January 6, 2017, Amgen Inc. (the “Company”) and Amgen USA Inc., a wholly owned subsidiary of the Company (“Amgen USA”), entered into a six-year Sourcing and Supply Agreement (the “New Agreement”) with DaVita Inc. (“DaVita”) to which Amgen USA will supply, and DaVita will purchase, EPOGEN® (Epoetin alfa) and Aranesp® (darbepoetin alfa) in amounts necessary to meet a specified annual percentage of DaVita’s and its affiliates’ requirements for erythropoiesis stimulating agents used in providing dialysis services in the United States and Puerto Rico. Such percentage varies during the term of the New Agreement from January 6, 2017, through December 31, 2022, but in each year is at least 90%. It is expected that DaVita’s purchases under the New Agreement will be primarily EPOGEN. The New Agreement also contains a wind-down provision permitting DaVita to, at its election, purchase EPOGEN and Aranesp during 2023. The New Agreement will replace the Sourcing and Supply Agreement dated November 15, 2011, by and between Amgen USA and DaVita (as amended to date, the “Prior Agreement”), that would have expired by its terms on December 31, 2018.
The New Agreement, among other things, provides for discount pricing and rebates for EPOGEN and Aranesp. Some of the rebates are subject to various conditions including future pricing levels of EPOGEN and Aranesp by Amgen USA. The New Agreement may be terminated by either party before expiration of its term in the event of certain breaches of the New Agreement by the other party.
The foregoing summary of the material terms of the New Agreement is qualified in its entirety by reference to the full text of the New Agreement, a copy of which the Company anticipates filing as an exhibit to a future periodic filing with the Securities and Exchange Commission.
Item 1.02 Termination of a Material Definitive Agreement.
As described above in Item 1.01, in connection with entering into the New Agreement, on January 6, 2017, Amgen USA and DaVita terminated the Prior Agreement.
A summary of the material terms of the Prior Agreement was included in the Company’s Current Report on Form 8-K filed on November 18, 2011, which is qualified in its entirety by reference to the full text of the Prior Agreement and Amendment No. 1 to the Prior Agreement (filed as Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed on February 29, 2012 and as Exhibit 10.63 to the Company’s Annual Report on Form 10-K filed on February 27, 2013, respectively, and incorporated herein by reference).
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About AMGEN INC. (NASDAQ:AMGN)
Amgen Inc. is a biotechnology company. The Company discovers, develops, manufactures and delivers various human therapeutics. The Company’s business segment is human therapeutics. Its marketed products portfolio includes Neulasta (pegfilgrastim); erythropoiesis-stimulating agents (ESAs), such as Aranesp (darbepoetin alfa) and EPOGEN (epoetin alfa); Sensipar/Mimpara (cinacalcet); XGEVA (denosumab); Prolia (denosumab); NEUPOGEN (filgrastim), and other marketed products, such as Vectibix (panitumumab), Nplate (romiplostim) and Corlanor (ivabradine). The Company focuses its research and development on human therapeutics for the treatment of serious illness in the areas of oncology/hematology, cardiovascular disease, inflammation, bone health, nephrology and neuroscience. Its products in Phase III programs include Aranesp for Myelodysplastic syndromes; ENBREL for Psoriatic arthritis and Rheumatoid arthritis remission; IMLYGIC for Metastatic melanoma, and Kyprolis for Multiple myeloma. AMGEN INC. (NASDAQ:AMGN) Recent Trading Information
AMGEN INC. (NASDAQ:AMGN) closed its last trading session up +3.80 at 156.78 with 9,899,296 shares trading hands.
