Common use of Mutual Convenience of the Parties Clause in Contracts

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 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 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 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, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx’ (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 xxxxxx a creative business model that will help advance molecules in Amgen’s pipeline to treat serious illness,” said Xxxx X. Xxxxxx, M.D., executive vice president of Research and Development at Amgen, “The creation of Atara Biotherapeutics also provides the opportunity to further xxxxxx 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 Xx. Xxxxx Xxxxxxxxxxx, CEO Xxxxx Biotherapeutics (former partner at KPCB). About Xxxxxxx Xxxxxxx Since its founding in 1972, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx has backed entrepreneurs in more than 500 ventures including AOL, Xxxxxx.xxx, 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 xxxx://xxx.xxxxx.xxx/. Follow us on xxxx://xxxxxxxxxx/xxxxx. [*] = 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. Schedule Quality 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. QUALITY AGREEMENT Between [Name of Company] Hereafter referred to as “COMPANY” and AMGEN Inc. Hereafter referred to as “AMGEN” This Quality Agreement is intended by the Parties to set forth a plan for the quality assurance groups of AMGEN and COMPANY to work in relation to the manufacture, labeling, testing, release, shipping and storage of the Product (as defined below). By signing below, the respective quality assurance representatives acknowledge and agree to the provisions of this Quality Agreement. Agreed and accepted for: Agreed and accepted for: [NAME OF COMPANY] AMGEN By: By: Printed Name: Printed Name: Title: Title: Date: Date: [*] = 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. TABLE OF CONTENTS

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 Permitted CMOs 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 Pre-Existing Agreements 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, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx’ (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 xxxxxx a creative business model that will help advance molecules in Amgen’s pipeline to treat serious illness,” said Xxxx X. Xxxxxx, M.D., executive vice president of Research and Development at Amgen, . “The creation of Atara Biotherapeutics also provides the opportunity to further xxxxxx 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 Xx. Xxxxx Xxxxxxxxxxx, CEO Xxxxx Biotherapeutics (former partner at KPCB). About Xxxxxxx Xxxxxxx Since its founding in 1972, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx has backed entrepreneurs in more than 500 ventures including AOL, Xxxxxx.xxx, 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 xxxx://xxx.xxxxx.xxx/. Follow us on xxxx://xxxxxxxxxx/xxxxxxxxx://xxxxxxx.xxx/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. Schedule Quality 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. QUALITY AGREEMENT Between [Name of Company] Hereafter referred to as “COMPANY” and AMGEN Inc. Hereafter referred to as “AMGEN” This Quality Agreement is intended by the Parties to set forth a plan for the quality assurance groups of AMGEN and COMPANY to work in relation to the manufacture, labeling, testing, release, shipping and storage of the Product (as defined below). By signing below, the respective quality assurance representatives acknowledge and agree to the provisions of this Quality Agreement. Agreed and accepted for: Agreed and accepted for: [NAME OF COMPANY] AMGEN By: By: Printed Name: Printed Name: Title: Title: Date: Date: [*] = 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. TABLE OF CONTENTS]

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 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 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 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, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx’ (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 xxxxxx a creative business model that will help advance molecules in Amgen’s pipeline to treat serious illness,” said Xxxx X. Xxxxxx, M.D., executive vice president of Research and Development at Amgen, . “The creation of Atara Biotherapeutics also provides the opportunity to further xxxxxx 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 Xx. Xxxxx Xxxxxxxxxxx, CEO Xxxxx Biotherapeutics (former partner at KPCB). About Xxxxxxx Xxxxxxx Since its founding in 1972, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx has backed entrepreneurs in more than 500 ventures including AOL, Xxxxxx.xxx, 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 xxxx://xxx.xxxxx.xxx/. Follow us on xxxx://xxxxxxxxxx/xxxxxxxxx://xxxxxxx.xxx/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 Business Plan [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. Schedule Quality Agreement 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. QUALITY AGREEMENT Between [Name of Company] Hereafter referred to as “COMPANY” and AMGEN Inc. Hereafter referred to as “AMGEN” This Quality Agreement is intended by the Parties to set forth a plan for the quality assurance groups of AMGEN and COMPANY to work in relation to the manufacture, labeling, testing, release, shipping and storage of the Product (as defined below). By signing below, the respective quality assurance representatives acknowledge and agree to the provisions of this Quality Agreement. Agreed and accepted for: Agreed and accepted for: [NAME OF COMPANY] AMGEN By: By: Printed Name: Printed Name: Title: Title: Date: Date: [*] = 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. TABLE OF CONTENTS]

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 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 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 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, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx’ (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 xxxxxx a creative business model that will help advance molecules in Amgen’s pipeline to treat serious illness,” said Xxxx X. Xxxxxx, M.D., executive vice president of Research and Development at Amgen, . “The creation of Atara Biotherapeutics also provides the opportunity to further xxxxxx 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 Xx. Xxxxx Xxxxxxxxxxx, CEO Xxxxx Biotherapeutics (former partner at KPCB). About Xxxxxxx Xxxxxxx Since its founding in 1972, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx has backed entrepreneurs in more than 500 ventures including AOL, Xxxxxx.xxx, 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 xxxx://xxx.xxxxx.xxx/. Follow us on xxxx://xxxxxxxxxx/xxxxxxxxx://xxxxxxx.xxx/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 Business Plan [Schedule begins on following page.] Schedule 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. Schedule Quality 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. QUALITY AGREEMENT Between [Name of Company] Hereafter referred to as “COMPANY” and AMGEN Inc. Hereafter referred to as “AMGEN” This Quality Agreement is intended by the Parties to set forth a plan for the quality assurance groups of AMGEN and COMPANY to work in relation to the manufacture, labeling, testing, release, shipping and storage of the Product (as defined below). By signing below, the respective quality assurance representatives acknowledge and agree to the provisions of this Quality Agreement. Agreed and accepted for: Agreed and accepted for: [NAME OF COMPANY] AMGEN By: By: Printed Name: Printed Name: Title: Title: Date: Date: [*] = 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. TABLE OF CONTENTS]