{"id":38657,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-amgen-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-amgen-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-amgen-inc.html","title":{"rendered":"Consulting Agreement – Amgen Inc."},"content":{"rendered":"

CONSULTING SERVICES AGREEMENT <\/u><\/strong><\/p>\n

This Consulting Services Agreement (“Agreement”) is entered into as of
\nFebruary 13, 2012 (“Effective Date”) by and among Perlmutter Consulting Inc.
\n(“Perlmutter Consulting”), Roger M. Perlmutter (“Consultant”) with respect to
\nthe provisions applicable to Consultant, and Amgen Inc., together with its
\naffiliates and subsidiaries (“Amgen”).<\/p>\n

WHEREAS, Amgen is engaged in the research, development and commercialization
\nof pharmaceutical and biotechnology products;<\/p>\n

WHEREAS, Consultant has previously executed Amgen’s Proprietary Information
\nand Inventions Agreement, on or about January 1, 2001 (“Proprietary Agreement”);\n<\/p>\n

WHEREAS, Consultant has separated from employment with Amgen effective
\nFebruary 12, 2012 (the “Employment Termination Date”);<\/p>\n

WHEREAS, Consultant has extensive knowledge and expertise in the research,
\ndevelopment and commercialization of biopharmaceutical products;<\/p>\n

WHEREAS, Perlmutter Consulting has agreed to assist Amgen by assigning
\nConsultant to provide advice on issues related to Consultant’s areas of
\nexpertise, including research and development, commercialization of the R&D
\nproduct pipeline, and related areas; and<\/p>\n

WHEREAS, Amgen has agreed to engage Perlmutter Consulting to provide such
\nservices on the terms and conditions set forth below.<\/p>\n

NOW THEREFORE, in consideration of the promises and of the mutual covenants,
\nconditions and agreements contained herein, the parties agree as follows:<\/p>\n

ARTICLE ONE <\/strong><\/p>\n

CONSULTING SERVICES <\/strong><\/p>\n

1.1 Engagement<\/u>. <\/strong>Amgen hereby agrees to engage
\nPerlmutter Consulting and Perlmutter Consulting has agreed to assist Amgen by
\nassigning Consultant to advise Amgen on issues related to Consultant’s areas of
\nexpertise, including research and development, commercialization of the R&D
\nproduct pipeline, and related areas (the “Services”). With respect to the
\nServices Perlmutter Consulting will provide, Perlmutter Consulting will receive
\nassignments from Robert A. Bradway, or his designee or successor.<\/p>\n

1.2 Location<\/u>. <\/strong>The Services shall generally be
\nperformed remotely. Consultant shall primarily provide his advice through
\ncorrespondence, e-mail, and telephone calls. However, Mr. Bradway or his
\ndesignee may request in advance that Consultant attend meetings or provide
\nservices at Amgen’s Thousand Oaks facility. In addition, Amgen may, in its
\ndiscretion, request that the Services be performed at other locations.<\/p>\n

1.3 No Other Authority<\/u>. <\/strong>Neither Perlmutter Consulting
\nnor Consultant shall represent or purport to represent Amgen in any manner
\nwhatsoever to any third party, unless permitted to do so pursuant to specific
\nwritten authorization of Amgen’s Senior Vice President, Human Resources.
\nPerlmutter Consulting and Consultant shall have no authority to bind Amgen in
\nany way.<\/p>\n

\n

ARTICLE TWO <\/strong><\/p>\n

COMPENSATION <\/strong><\/p>\n

2.1 Compensation<\/u>. <\/strong>In consideration of performance of
\nthe Services outlined in Section 1, above, Amgen will pay Perlmutter Consulting
\nthe sum of $100,000.00 in arrears after the end of each quarter (measured every
\nninety calendar days), within 60 calendar days following the receipt of invoices
\n(the “Consulting Fee”). The Consulting Fee shall compensate Perlmutter
\nConsulting for up to 80 hours of Service in a calendar quarter. If Perlmutter
\nConsulting is asked to perform additional work above 80 hours of Service, and
\nPerlmutter Consulting agrees to perform such additional work, Amgen shall pay
\nPerlmutter Consulting an additional Consulting Fee of $1,200.00 per hour of
\nadditional work. The maximum hours in any calendar quarter shall be 160 hours.
\nAdditional hours (over the 160 hour maximum per quarter) are not permitted
\nunless previously authorized, in writing, by Amgen’s Senior Vice President,
\nHuman Resources or his\/her designee. If this Agreement is terminated for any
\nreason before the end of a calendar quarter (“Incomplete Quarter”), then for the
\nIncomplete Quarter, Amgen will pay Perlmutter Consulting a prorated portion of
\nthe Consulting Fee based upon the number of days that have passed in the
\nIncomplete Quarter, regardless of how much work has been performed during the
\nIncomplete Quarter, within 60 calendar days following Amgen’s receipt of an
\ninvoice covering the Incomplete Quarter. Each Consulting Fee payment shall be
\ntreated as a separate payment for purposes of Treasury Regulations Sections
\n1.409A-1(b)(4)(F) and 1.409A-2(b)(2), and is intended to be exempt from Section
\n409A as a short-term deferral.<\/p>\n

2.2 Travel Reimbursement<\/u>. <\/strong>During the term of this
\nAgreement, Amgen will reimburse Perlmutter Consulting for all reasonable and
\nnormal travel-related expenses incurred in connection with Perlmutter
\nConsulting’s performance of the Services. Reimbursable travel expenses shall
\ninclude automobile rental and other transportation expenses and hotel expenses.
\nIn connection with Perlmutter Consulting’s reimbursable travel under this
\nAgreement, Consultant shall be entitled travel in first class for domestic and
\ninternational flights. All requests for reimbursement for travel-related
\nexpenses must be accompanied by documentation in form and detail sufficient to
\nmeet the requirements of the taxing authorities with respect to recognition of
\nbusiness-related travel expenses for corporate tax purposes. Requests for travel
\nexpense reimbursement shall be submitted with the quarterly invoice for the
\nperiod that includes the date on which the underlying expense was incurred, and
\nPerlmutter Consulting shall receive all reimbursements due hereunder within
\nninety (90) calendar days after the submission of the documentation described in
\nthe preceding sentence.<\/p>\n

2.3 Invoicing<\/u>.<\/strong> Perlmutter Consulting will, within 15
\ndays after the end of each calendar quarter, provide Amgen with quarterly
\ninvoices for the performance of Services. Invoices should be sent to Brian M.
\nMcNamee, Senior Vice President, Human Resources, at the address listed below.
\nInvoices will set forth the actual number of hours and the dates on which
\nConsultant worked during the calendar quarter and a detailed description of all
\nServices provided during the quarter, and shall itemize all reimbursable costs
\nincurred. Perlmutter Consulting may invoice eight hours for any day in which
\nConsultant works in excess of four hours. Travel time can be invoiced. Pursuant
\nto Subsection 2.1, Perlmutter Consulting will not submit invoices that total
\nmore than 160 hours per quarter unless previously authorized, in writing. Except
\nfor travel reimbursements covered by Section 2.2 above, invoices will be payable
\nby Amgen within sixty (60) calendar days of receipt after the end of the
\ncalendar quarter, but in no event later than March 15 of the calendar year after
\nthat in which the Services are performed. Notwithstanding the foregoing, payment
\nunder this Agreement is expressly conditioned upon Amgen’s receipt of a
\ncompleted Form W-9 for Perlmutter Consulting and a completed Global Supplier
\nInformation Form.<\/p>\n

2<\/p>\n

\n

All invoices and receipts must be sent (via mail or e-mail) to the address
\nlisted below:<\/p>\n

Amgen Inc.<\/p>\n

Attn: Brian McNamee, SVP HR<\/p>\n

XXX<\/p>\n

One Amgen Center Drive<\/p>\n

Thousand Oaks, CA 91320-1799<\/p>\n

XXX<\/p>\n

2.4 Mechanism of Payment<\/u>. <\/strong>All payments hereunder
\nshall be made by check payable to Perlmutter Consulting, Inc. and mailed to XXX,
\nunless otherwise directed by Perlmutter Consulting in writing.<\/p>\n

ARTICLE THREE <\/strong><\/p>\n

REPRESENTATIONS AND COVENANTS <\/strong><\/p>\n

3.1 Perlmutter Consulting’s And Consultant’s
\nRepresentations<\/u>.<\/strong> Perlmutter Consulting and Consultant represent and
\nwarrant:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

that compensation provided under the terms of this Agreement is consistent
\nwith fair market value for arm’s length transactions of this type, and that the
\nservices to be performed under the Agreement do not and will not involve the
\ncounseling or promotion of a business arrangement or other activity that
\nviolates any applicable law;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

solely for purposes of applying Treasury Regulations Section 1.409A-1(h)(1),
\nthat Consultant worked an average of approximately 52 hours per week during the
\nlast 36 months of his employment at Amgen;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

that neither Perlmutter Consulting nor Consultant has entered into any
\nagreement, whether written or oral, that conflicts with the terms of this
\nAgreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

that Perlmutter Consulting and Consultant each has the full power and
\nauthority to enter into this Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

that neither Perlmutter Consulting nor Consultant is presently: (1) the
\nsubject of a debarment action or debarred pursuant to the Generic Drug
\nEnforcement Act of 1992; (2) the subject of a disqualification proceeding or is
\ndisqualified as a clinical investigator pursuant to 21 C.F.R. \u00a7 312.70; or (3)
\nthe subject of an exclusion proceeding or excluded from participation in any
\nfederal health care program under 42 C.F.R. Part 1001 et seq<\/em>.
\nPerlmutter Consulting shall notify Amgen immediately upon any inquiry, or the
\ncommencement of any such proceeding, concerning Perlmutter Consulting or
\nConsultant; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

that neither Consultant nor Perlmutter Consulting has a financial or personal
\ninterests that would prevent them from performing and completing the Services in
\nan objective and non-biased manner.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3.2 Perlmutter Consulting’s and Consultant’s
\nCovenants<\/u>:<\/strong><\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Consultant and Perlmutter Consulting shall act as independent consultants
\nwith no authority to obligate Amgen by contract or otherwise and not as an
\nemployee or officer of Amgen;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Notwithstanding anything contained in this Agreement to the contrary, neither
\nPerlmutter Consulting nor Consultant shall initiate or participate in any
\ncommunications with the United States Food & Drug Administration or any
\nother governmental agency concerning the subject matter hereof unless required
\nby law or requested to do so by Amgen in writing and, then, only upon prior
\nconsultation with Amgen;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Perlmutter Consulting and Consultant agree that for the term of this
\nAgreement or through February 12, 2013, whichever is later, neither Perlmutter
\nConsulting nor Consultant will solicit, entice, persuade, induce or attempt to
\ninfluence any person who is employed by Amgen (“Amgen Employee”) to leave
\nemployment with Amgen to join Perlmutter Consulting, Consultant or a third party
\nwith whom Perlmutter Consulting or Consultant has a relationship (collectively
\n“Consultant Third Parties”), or to engage in competition with Amgen, by (i)
\nmaking initial contact with an Amgen Employee for or about such purpose or
\ninitiating a discussion with an Amgen Employee for or about such purpose, except
\nas expressly permitted herein; (ii) causing or encouraging any person or entity
\nto make initial contact with an Amgen Employee for or about such purpose, except
\nthat Perlmutter Consulting’s attorney may contact Amgen’s Law Department; (iii)
\nproviding to any person or entity, including but not limited to any Consultant
\nThird Party, information about any Amgen Employee for the purpose of recruitment
\nof that Amgen Employee; and\/or (iv) disparaging Amgen in the course of otherwise
\nassisting any Consultant Third Party in the recruitment and hiring process.
\nNothing contained herein shall prohibit Perlmutter Consulting or Consultant from
\n(i) providing an opinion to a Consultant Third Party whether to pursue an Amgen
\nEmployee who initiates an employment inquiry with the Consultant Third Party;
\n(ii) meeting with an Amgen Employee who has initiated contact with any
\nConsultant Third Party and whom any Consultant Third Party is considering for
\nhire, in order to present such Amgen Employee with Consultant’s opinion about
\nthe Consultant Third Party’s future and Consultant’s vision for the Consultant
\nThird Party so long as Consultant does not disparage or otherwise negatively
\ncompare Amgen with the Consultant Third Party; or (iii) encouraging an Amgen
\nEmployee to join a Consultant Third Party after the Consultant Third Party has
\ninitially interviewed such Amgen Employee for employment with the Consultant
\nThird Party, so long as such encouragement does not constitute disparagement of
\nAmgen or otherwise negatively compare Amgen with the Consultant Third Party.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Neither Perlmutter Consulting nor Consultant shall, during the term of this
\nAgreement, enter into any other agreement, whether written or oral, which
\nconflicts with or will conflict with Perlmutter Consulting’s or Consultant’s
\nobligations hereunder. Travel by Consultant shall be deemed a request and not an
\nobligation under the Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Perlmutter Consulting and Consultant agree that at least ten (10) business
\ndays in advance of commencing services for any other employer or client,
\nPerlmutter Consulting and\/or Consultant will disclose in writing to Amgen’s
\nSenior Vice President, Human Resources or his designee, Perlmutter Consulting’s
\nor Consultant’s plans to perform such services. Amgen shall determine in its
\nsole discretion whether such engagement is appropriate. Amgen’s Senior Vice
\nPresident, Human Resources or his designee will advise Perlmutter Consulting
\nand\/or Consultant, in writing, of Amgen’s determination. If Perlmutter
\nConsulting or Consultant accepts employment or an engagement which Amgen has
\ndetermined, in its sole discretion, is not appropriate, Perlmutter Consulting’s
\nand\/or Consultant’s acceptance shall constitute a material breach of this
\nAgreement authorizing termination under Section 5.2;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

Perlmutter Consulting and Consultant agree that at no time will Perlmutter
\nConsulting or Consultant purchase or sell Amgen securities while aware of Amgen
\nConfidential Information (as defined below) that constitutes material,
\nnon-public information pursuant to the Federal Securities Laws of the United
\nStates;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

Perlmutter Consulting shall not assign or subcontract performance of this
\nAgreement or any of the Services to any employee or agent of Perlmutter
\nConsulting other than Consultant, nor to any other person, firm, company or
\norganization without Amgen’s prior written consent. Further, Consultant shall
\nnot assign or subcontract performance of this Agreement or any of the Services
\nto any other employee or agent of Perlmutter Consulting, nor to any other
\nperson, firm, company or organization without Amgen’s prior written consent;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

Perlmutter Consulting and Consultant agree to timely perform the Services;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Perlmutter Consulting and Consultant agree to utilize and provide Amgen with
\naccurate and complete data in rendering the Services; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

Consultant agrees to continue to be bound by, and Perlmutter Consulting
\nagrees to be bound by, all of the terms and conditions of the Proprietary
\nAgreement during the term of this Agreement, including but not limited to the
\nprovisions relating to Proprietary Information, Nondisclosure, and Assignment of
\nInventions. Perlmutter Consulting and Consultant further agree to return all
\nAmgen property in Consultant’s custody or control, upon termination of this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n

ARTICLE FOUR <\/strong><\/p>\n

INDEPENDENT CONSULTANT STATUS <\/strong><\/p>\n

4.1 Independent Consultant<\/u>. <\/strong>Perlmutter Consulting and
\nConsultant are independent consultants, and Consultant is not an Amgen employee,
\nand as such, neither Perlmutter Consulting nor Consultant will have authority to
\nobligate Amgen by contract or otherwise.<\/p>\n

4.2 Taxes<\/u>. <\/strong>No amount will be deducted or withheld
\nfrom Amgen’s payment to Perlmutter Consulting for federal, state or local taxes.
\nNo FICA taxes, FUTA taxes, SDI or state unemployment taxes will be payable by
\nAmgen on Perlmutter Consulting’s or Consultant’s behalf. Amgen shall issue to
\nPerlmutter Consulting an IRS Form 1099-MISC reporting the amount paid for
\nServices provided under this Agreement, and Perlmutter Consulting and Consultant
\nunderstand that each is responsible for making appropriate filings and paying,
\naccording to law, income and other related self-employment taxes. Perlmutter
\nConsulting and Consultant further understand that they may be liable for
\nself-employment (Social Security and Medicare) taxes to be paid by them
\naccording to law. Perlmutter Consulting and Consultant will retain
\nresponsibility for the income and self-employment taxes, if any, due on all
\ntaxable income arising under this Agreement. Perlmutter Consulting, Consultant
\nand Amgen shall each be responsible for their respective state or federal income
\ntax or Social Security and Medicare tax liabilities and\/or penalties, costs,
\ninterest, and expenses of any kind (“Tax Liabilities”) that may arise because of
\na challenge by tax authorities of Consultant’s treatment as an independent
\ncontractor, and Perlmutter Consulting and Consultant shall indemnify and hold
\nAmgen harmless for any of their Tax Liabilities that Amgen may incur, and vice
\nversa. In the event that any federal, state and\/or local taxing authority seeks
\nto collect from Amgen any employment taxes, additions to tax or any interest due
\nto Consultant’s reclassification as an employee of Amgen, Consultant hereby
\nagrees to provide a signed IRS Form 4669 (Statement of Payments Received) and a
\nsigned EDD Form DE938P (Claim For Adjustment or Refund of Personal Income Tax)
\nto Amgen for purposes of its seeking abatement of any assessed federal, state,
\nand local income taxes. Perlmutter Consulting and Consultant further agree to be
\njointly and severally liable for reimbursing Amgen for any Tax Liabilities not
\notherwise abated by the taxing authority as a result of Perlmutter Consulting’s
\nand\/or Consultant’s failure to satisfy any of their Tax Liabilities. Perlmutter
\nConsulting, Consultant and Amgen hereby agree to notify the other in the manner
\nprovided in Subsection 7.8 in the event of an audit or other investigation by
\ntaxing authorities relating to Perlmutter Consulting’s or Consultant’s treatment
\nas an independent contractor.<\/p>\n

4.3 Benefits<\/u>. <\/strong>Consultant shall not claim the status,
\nperquisites or benefits of an Amgen employee and Perlmutter Consulting and
\nConsultant agree to hold Amgen harmless from any claim or other assertion (by
\nConsultant or his beneficiaries) to the contrary. Perlmutter Consulting and
\nConsultant agree that Consultant is not eligible for coverage or to receive any
\nbenefit under any Amgen employee benefit plan or employee compensation
\narrangement, except to the limited extent that Amgen grants eligibility for such
\ncoverage or the right to receive such benefits to Consultant in a document
\nsigned by Consultant and Amgen’s Senior Vice President, Human Resources. Even if
\nConsultant were to become or be deemed to be a common-law employee of Amgen,
\nConsultant still shall not be eligible for coverage or to receive any benefit
\nunder any Amgen employee benefit plan or any employee compensation arrangement
\nwith respect to any period during which Amgen classified Consultant as a
\nconsultant, except to the limited extent that Amgen grants eligibility for such
\ncoverage or the right to receive such benefits to Consultant in a document
\nsigned by Consultant and Amgen’s Senior Vice President, Human Resources.
\nPerlmutter Consulting and<\/p>\n

6<\/p>\n

\n

Consultant further agree that if Consultant is injured while performing work
\nfor Amgen hereunder, Consultant will not be covered for such injury under
\nAmgen’s insurance policies, including under any Worker’s Compensation coverage
\nprovided by Amgen for its employees, and that Perlmutter Consulting is solely
\nresponsible for providing Worker’s Compensation insurance for Perlmutter
\nConsulting employees, if any.<\/p>\n

ARTICLE FIVE <\/strong><\/p>\n

TERM AND TERMINATION <\/strong><\/p>\n

5.1 Term<\/u>. <\/strong>This Agreement shall terminate one year
\nfrom the Effective Date. The parties may mutually agree to extend this Agreement
\nfor a second year on the same terms as set forth herein.<\/p>\n

5.2 Termination<\/u>. <\/strong>This Agreement may be terminated
\nbefore the end of the Term, as defined in Subsection 5.1 above, by a party
\nhereto upon material breach of any term of this Agreement by another party or by
\na party for any reason with thirty (30) calendar days prior written notice to
\nthe other parties.<\/p>\n

5.3 Continuing Obligations Post-Termination<\/u>.
\n<\/strong>Perlmutter Consulting’s, Consultant’s, and Amgen’s respective
\nobligations under Subsection 4.2, Articles Three and Six, and the Proprietary
\nAgreement survive the termination of this Agreement.<\/p>\n

ARTICLE SIX <\/strong><\/p>\n

INDEMNIFICATION AND DAMAGES <\/strong><\/p>\n

6.1 Indemnification<\/u>. <\/strong>Perlmutter Consulting and
\nConsultant hereby agree to defend, indemnify and hold harmless Amgen, its
\nofficers, directors, employees and agents (“Amgen Parties”) against all
\nliability, obligations, claims, losses and expense arising out of acts or
\nomissions of Perlmutter Consulting, its officers, directors, employees and
\nagents, including Consultant (“Consultant Parties”), in performing the Services
\nhereunder. Amgen hereby agrees to defend, indemnify and hold harmless Consultant
\nParties against all liability, obligations, claims, losses and expenses arising
\nout of acts or omissions of Amgen Parties undertaken in connection with
\nperforming their obligations under the Agreement.<\/p>\n

6.2 Damages<\/u>. <\/strong>Amgen will not be liable to Perlmutter
\nConsulting or Consultant for any consequential, liquidated, punitive or special
\ndamages. Perlmutter Consulting and Consultant will not be liable to Amgen for
\nany consequential, liquidated, punitive or special damages.<\/p>\n

ARTICLE SEVEN <\/strong><\/p>\n

MISCELLANEOUS <\/strong><\/p>\n

7.1 Waiver<\/u>. <\/strong>None of the terms of this Agreement may
\nbe waived except by an express agreement in writing signed by the party against
\nwhom enforcement of such waiver is sought. The failure or delay of any party
\nhereto in enforcing any of its rights under this Agreement shall not be deemed a
\ncontinuing waiver of such right.<\/p>\n

7.2 Entire Agreement<\/u>. <\/strong>This Agreement and the
\nProprietary Agreement represent the final, complete and exclusive embodiment of
\nthe entire agreement and understanding between Amgen, Perlmutter Consulting and
\nConsultant concerning the Services to Amgen, and supersede and replace any and
\nall agreements and understandings concerning the Services to Amgen.<\/p>\n

7<\/p>\n

\n

7.3 Amendments<\/u>. <\/strong>This Agreement may not be released,
\ndischarged, amended or modified in any manner except by an instrument in writing
\nsigned by Perlmutter Consulting, Consultant (with respect to those provisions
\napplicable to Consultant), and Amgen’s Senior Vice President of Human Resources.\n<\/p>\n

7.4 Assignment<\/u>. <\/strong>Amgen has specifically contracted for
\nthe Services and, therefore, neither Perlmutter Consulting nor Consultant may
\nassign or delegate Perlmutter Consulting’s and\/or Consultant’s obligations under
\nthis Agreement, either in whole or in part, without the prior written consent of
\nAmgen. Amgen may assign this Agreement at any time without the prior consent of
\nPerlmutter Consulting or Consultant. Except as otherwise expressly provided
\nherein, the provisions hereof shall inure to the benefit of, and be binding
\nupon, the successors, assigns, heirs, executors, and administrators of the
\nparties hereto.<\/p>\n

7.5 Severability<\/u>. <\/strong>If any provision of this Agreement
\nis, becomes, or is deemed invalid, illegal or unenforceable in any jurisdiction,
\nsuch provision shall be deemed amended to conform to the applicable laws so as
\nto be valid and enforceable, or, if it cannot be so amended without materially
\naltering the intention of the parties hereto, it shall be stricken and the
\nremainder of this Agreement shall remain in full force and effect.<\/p>\n

7.6 Headings<\/u>. <\/strong>Article and Section headings contained
\nin the Agreement are included for convenience only and are not to be used in
\nconstruing or interpreting this Agreement.<\/p>\n

7.7 Governing Law<\/u>. <\/strong>This Agreement shall be governed
\nby and construed in accordance with the laws of the State of California or of
\nConsultant’s legal residence .<\/p>\n

7.8 Notices<\/u>. <\/strong>All notices required or permitted to be
\ngiven under this Agreement must be in writing and may be given by any method of
\ndelivery which provides evidence or confirmation of receipt, including but not
\nlimited to personal delivery, express courier (such as Federal Express) and
\nprepaid certified or registered mail with return receipt requested. Notices
\nshall be deemed to have been given and received on the date of actual receipt
\nor, if either of the following dates is applicable and is earlier, then on such
\nearlier date: one (1) business day after sending, if sent by express courier; or
\nthree (3) business days after deposit in the U.S. mail, if sent by certified or
\nregistered mail. Notices shall be given and\/or addressed to the respective
\nparties at the following addresses:<\/p>\n

To Amgen:<\/p>\n

Amgen Inc.<\/p>\n

Attn: Brian M. McNamee, SVP HR<\/p>\n

XXX<\/p>\n

One Amgen Center Drive<\/p>\n

Thousand Oaks, CA 91320-1799<\/p>\n

8<\/p>\n

\n

To Perlmutter Consulting and\/or Consultant:<\/p>\n

XXX<\/p>\n

Any party may change its address for the purpose of this paragraph by giving
\nwritten notice of such change to the other party in the manner herein provided.\n<\/p>\n

[Signatures begin on following page] <\/u><\/strong>\n<\/p>\n

9<\/p>\n

\n

IN WITNESS WHEREOF, <\/strong>the parties hereto have executed this
\nAgreement by proper persons thereunto duly authorized.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

AMGEN INC.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Brian M. McNamee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 29, 2012<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Brian M. McNamee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Date<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Senior Vice President, Human Resources<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

PERLMUTTER CONSULTING, INC.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Roger M. Perlmutter<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

February 27, 2012<\/p>\n<\/td>\n<\/tr>\n

\n

Roger M. Perlmutter on behalf of Consultant and as President of
\nPerlmutter Consulting, Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6691],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9539,9541],"class_list":["post-38657","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amgen-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38657","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38657"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38657"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38657"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38657"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}