-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UuqKniyUpYWlirEuVrN3sSvNumjLKo6dfQSjnicOWd5+JzjfwDti8lMBKjeH0nQR nxYGShOxrFI0ThwQrsBUTg== /in/edgar/work/20000626/0000005187-00-000009/0000005187-00-000009.txt : 20000920 0000005187-00-000009.hdr.sgml : 20000920 ACCESSION NUMBER: 0000005187-00-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNEX CORP /DE/ CENTRAL INDEX KEY: 0000719529 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 510346580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35229 FILM NUMBER: 661027 BUSINESS ADDRESS: STREET 1: 51 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2065870430 MAIL ADDRESS: STREET 1: 51 UNIVERSITY STREET CITY: SEATLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605000 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Immunex Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 45252810 2 (CUSIP Number) LOUIS L. HOYNES, JR., ESQ. Senior Vice President and General Counsel American Home Products Corporation 5 Giralda Farms, Madison, N.J. 07940 (973) 660-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26, 2000 (Voluntary) (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 45252810 2 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Home Products Corporation ("Parent") Tax I.D. 13-2526821 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 283,878,088 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 283,878,088 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,878,088 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.0% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 45252810 2 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MDP Holdings, Inc.("MDP") Tax I.D. 22-3187914 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 225,108,991 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 225,108,991 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 225,108,991 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.0% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 45252810 2 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lederle Parenterals, Inc. ("LPI") Tax I.D. 22-2132271 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 43,225,056 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 43,225,056 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,225,056 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! The Statement on Schedule 13D, dated December 1, 1994 (the "Original Statement"), filed by American Home Products Corporation, a Delaware corporation ("Parent" or "Reporting Person"), and on behalf of AC Acquisition Corp., a Delaware corporation, as amended by Amendment No. 1, dated November 2, 1995 ("Amendment No. 1"), Amendment No. 2, dated November 3, 1995 ("Amendment No. 2"), Amendment No. 3, dated November 15, 1995 ("Amendment No. 3"), Amendment No. 4, dated April 23, 1999 ("Amendment No. 4"), Amendment No. 5, dated May 20, 1999 ("Amendment No. 5") and Amendment No. 6, dated August 6, 1999 ("Amendment No. 6") is hereby further amended by this Amendment No. 7, dated June 23, 2000 ("Amendment No. 7") to reflect certain changes in the information previously filed relating to the outstanding Common Stock, $.01 par value (the "Common Stock"), of Immunex Corporation, a Washington corporation ("Immunex" or "Issuer"), which has its principal executive offices at 51 University Street, Seattle, WA 98101. All shares numbers set forth herein have been adjusted to reflect the two-for-one stock split which was effected on August 26, 1999 and the three-for-one stock split which was effected on March 20, 2000. Item 2 of the Original Statement is hereby amended by deleting it in its entirety and substituting the following language: This statement is being filed by American Home Products Corporation, a Delaware corporation ("Parent") which has its executive offices at Five Giralda Farms, Madison, New Jersey 07940 on its own behalf and on behalf of the following wholly-owned subsidiaries of Parent: MDP Holdings, Inc. ("MDP"), a Delaware corporation, with its principal executive offices at 1403 Foulk Road, Suite 102, Wilmington, Delaware 19803; and Lederle Parenterals, Inc. ("LPI"), a New Jersey corporation, with its principal executive offices at P.O. Box AC Pueblo Station, Avenue 65 Infantry, Km.9.7, Carolina, Puerto Rico 00986 Parent is one of the world's largest research-based pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of prescription drugs and over-the-counter medications. It is also a leader in vaccines, biotechnology, agricultural products and animal health care. For information required by this Item 2 of Schedule 13D with respect to the executive officers and directors of Parent, MDP and LPI, reference is made to Attachment A to this Schedule 13D, which is incorporated herein by reference. None of Parent, MDP, LPI or, to its best knowledge, any of the persons named on Attachment A attached hereto, has during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3 of the Original Statement is hereby amended to add the following paragraph: The funds used by Parent to purchase the additional shares reported in this Amendment No. 7 were entirely from the Working Capital of Parent (and its subsidiaries), which may include funds sourced from commercial paper issued by Parent from time to time under its cash management program. Item 4 is hereby amended by adding the following language: Parent, MDP and LPI intend to continuously review their investment in Immunex. In reaching any decision with respect to such investment, Parent, MDP and LPI will take into consideration various factors, such as Immunex's business and prospects, the obligations of ACY under the agreements between Parent and/or ACY and Immunex, other developments concerning Immunex, other investment opportunities available to Parent, MDP and LPI, and general economic and market conditions. Depending on the result of its review of such factors, Parent, MDP and LPI may decide to purchase additional equity securities of Immunex, or Parent, MDP and LPI may decide to dispose of all or a portion of such securities (whether now or hereafter held), in each case, subject to the terms and conditions of agreements between Immunex and ACY and/or Parent. Except as set forth above or in any other item hereof, Parent, MDP and LPI do not have any present plans or proposals that would relate to or result in any of the actions required to be described in Item 4 of Schedule 13D. Item 5 is hereby amended by adding the following language: As of June 13, 2000, Parent, together with its wholly-owned subsidiaries, holds 268,334,047 shares of Immunex Common Stock which includes Common Stock purchased by ACY on February 4, 2000 (1,042,995 shares adjusted for the three-for-one stock split) and between October 27, 1999 and October 29, 1999 (905,430 shares adjusted for the three-for-one stock split), which such shares were transferred to MDP and the shares recently purchased by MDP between May 30, 2000 and June 13, 2000 as described in Item 5(c) below. As a result of purchasing the Note on May 20, 1999 which is convertible by Parent into Immunex Common Stock, Parent is also the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 15,544,041 additional shares of Immunex Common Stock underlying the Note which, combined with the shares owned by Parent, equals 283,878,088 shares of Common Stock. Parent's percentage beneficial ownership of Immunex Common Stock, excluding the Common Stock underlying the Note, equals 53.6% and, including the Common Stock issuable upon conversion of the Note, equals 55.0%, using 500,555,684 as the number of shares of Common Stock outstanding as of May 9, 2000 as disclosed in Immunex's Quarterly Report of Form 10-Q for the Quarter ended, March 31, 2000. MDP holds a total of 225,108,991 shares of Common Stock in its name and LPI holds 43,225,056 shares of Common Stock in its name. Parent and MDP share voting and dispositive power over the shares of Common Stock held of record by MDP. Parent and LPI share voting and dispositive power over the shares of Common Stock held of record by LPI. Item 5(c) is amended to add the following language at the end of this item: Between May 30, 2000 and June 13, 2000, MDP acquired shares in open market purchases totaling 1,015,000 shares of Common Stock for an aggregate of $28,632,345 as more fully described in Attachment B attached to this Amendment No. 7. On June 26, 2000, ACY transferred 224,093,991 shares of Immunex Common Stock it held in its name to ACY's wholly-owned subsidiary MDP. Item 6 is hereby amended to add the following language at the end of this item: On June 26, 2000, Immunex, ACY, Parent and MDP entered into the MDP Assignment and Acceptance Agreement, which is attached hereto as Exhibit IX and is incorporated by reference herein under which ACY assigns to MDP, a wholly-owned subsidiary of ACY, certain of ACY's subscription and registration rights and obligations under the Governance Agreement in conjunction with the assignment of Immunex shares to MDP. Such assignment is revocable by ACY upon delivery of written notice to Immunex. Item 7 is hereby amended by adding the following language at the end of this item: Exhibit IX - MDP Assignment and Acceptance Agreement, dated June 26, 2000, by and among Immunex Corporation, American Home Products Corporation, American Cyanamid Company, and MDP Holdings, Inc. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 23, 2000 AMERICAN HOME PRODUCTS CORPORATION By: /s/ Paul J. Jones Paul J. Jones Vice President and Comptroller Attachment A Executive Officers and Directors of American Home Products Corporation The names and titles of the executive officers and the names of the directors of American Home Products Corporation ("Parent") and thseir business addresses and principal occupations are set forth below. If no address is given, the director's or executive officer's business address is that of Parent. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to Parent and each individual is a United States citizen. EXECUTIVE OFFICERS Position; Present Principal Occupation - ------------------- -------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer Robert Essner Executive Vice President Kenneth J. Martin Senior Vice President & Chief Financial Officer Louis L. Hoynes, Jr. Senior Vice President and General Counsel Robert I. Levy Senior Vice President-Science and Technology William J. Murray Senior Vice President David M. Olivier Senior Vice President Paul J. Jones Vice President and Comptroller Rene R. Lewin Vice President-Human Resources Thomas M. Nee Vice President-Taxes DIRECTORS Position; Present Principal Occupation - ------------ -------------------------------------- Clifford L. Alexander, Jr President of Alexander & Associates, 400 C Street, NE Inc. (consulting firm specializing in Washington, D.C. 20002 Workforce Inclusiveness) Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation of The Hearst Corporation 959 Eighth Avenue (owns and operates communications New York, New York 10019 media) Robert Essner Listed above John D. Feerick Dean, Fordham University Fordham University School of Law since 1982 School of Law 140 West 62nd Street New York, New York 10023 John P. Mascotte President and Chief Executive 2301 Main Street Officer, Blue Cross Blue Shield Eighth Floor of Kansas City, Inc. Kansas City Missouri 64108 Mary Lake Polan, Department Chair and Professor, M.D., Ph.D Stanford University School of Stanford University Medicine School of Medicine 100 Pasteur Drive Stanford, CA 94305 Ivan G. Seidenberg Chairman, and Bell Atlantic Chief Executive Officer, Corporation Bell Atlantic Corporation 1095 Avenue of the (telecommunications company) Americas New York, New York 10036 John R. Stafford Listed above John R. Torell III Chairman, Torell Management Inc. Torell Management Inc. (financial advisory company) 767 Fifth Avenue 46th Floor New York, New York 10153 Executive Officers and Directors of MDP Holdings, Inc. ---------------------------------- The names and titles of the executive officers and the names of the directors of MDP Holdings, Inc. ("MDP") and their business addresses and principal occupations are set forth below. If no address is given, the director's or executive officer's business address is that of MDP. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to American Home Products Corporation ("Parent") and each individual is a United States citizen. EXECUTIVE OFFICERS Position; Present Principal Occupation - ------------------- -------------------------------------- John R. Stafford Chairman and President; listed above Kenneth J. Martin Executive Vice President; listed above William J. Livolsi Senior Vice President Thomas M. Nee Vice President; listed above Jack M. O'Connor Treasurer; Vice President and Treasurer Eileen M. Lach Secretary; Secretary DIRECTORS Position; Present Principal Occupation - ------------ -------------------------------------- John R. Stafford Listed above Kenneth J. Martin Listed above William J. Livolsi Listed above David P. Fontello Vice President, Wilmington Trust Company Margaret Pulgini Assistant Vice President, Wilmington Trust Company Executive Officers and Directors of Lederle Parenterals, Inc. ---------------------------------- The names and titles of the executive officers and the names of the directors of Lederle Parenterals, Inc. ("LPI") and their business addresses and principal occupations are set forth below. If no address is given, the director's or executive officer's business address is that of LPI. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to American Home Products Corporation ("Parent") and each individual is a United States citizen. EXECUTIVE OFFICERS Position; Present Principal Occupation - ------------------- -------------------------------------- Alfredo R. Nadal President; Wyeth-Ayerst Plant Manager Carolina, PR John V. Bucceri Vice President; Senior Vice President, Wyeth-Ayerst Global Supply Chain Michael S. Dey, Ph.D. Vice President; President, Wyeth-Ayerst Generics Division Kenneth J. Martin Vice President; listed above Kevin Reilly Vice President; President, Wyeth-Ayerst Nutritionals Thomas M. Nee Vice President; listed above Angel J. Seda Comas Treasurer; Assistant Treasurer, Wyeth-Ayerst (Puerto Rico) Eileen M. Lach Secretary; listed above DIRECTORS Position; Present Principal Occupation - ------------ -------------------------------------- John R. Stafford Listed above Kenneth J. Martin Listed above Bernard J. Poussot Listed above Attachment B TRANSACTIONS BY MDP HOLDINGS, INC. IN IMMUNEX COMMON SHARES FOR MAY 2000 AND JUNE 2000 DATE OF NO. OF SHARES PRICE PER TRANSACTION PURCHASED SHARE 30-MAY-00 50,000 $25.9375 31-MAY-00 350,000 $28.4580 1-JUN-00 300,000 $25.8115 2-JUN-00 115,000 $28.7880 5-JUN-00 100,000 $31.1297 13-JUN-00 100,000 $32.0813 Exhibit Index Exhibit IX - MDP Assignment and Acceptance Agreement, dated June 26, 2000, by and among Immunex Corporation, American Home Products Corporation, American Cyanamid Company, and MDP Holdings, Inc. EX-9 2 0002.txt EXHIBIT IX MDP ASSIGNMENT AND ACCEPTANCE AGREEMENT THIS AGREEMENT, dated June 26, 2000 (this "Agreement"), by and among Immunex Corporation, a Washington corporation ("Immunex"), American Home Products Corporation, a Delaware corporation ("AHP"), American Cyanamid Company, a Maine corporation ("Cyanamid"), and MDP Holdings, Inc, a Delaware corporation ("MDP"). WHEREAS, Immunex entered into the Amended and Restated Agreement and Plan of Merger, dated as of December 15, 1992 (the "Immunex Merger Agreement"), with Cyanamid, Lederle Parenterals, Inc. ("LPI") and Lederle Oncology Corporation ("LOC") and an Amended and Restated Governance Agreement, dated as of December 15, 1992 (the "Governance Agreement"), with Cyanamid and LOC; WHEREAS, upon consummation of the merger contemplated by the Immunex Merger Agreement (the "Immunex Merger"), Cyanamid and LPI became the owners of approximately 53.5% of the issued and outstanding common stock of Immunex (the "Immunex Common Stock"); WHEREAS, the Governance Agreement was entered into by the parties in connection with the Immunex Merger Agreement in order to establish certain terms and conditions concerning (a) the corporate governance of Immunex after the Immunex Merger and (b) the acquisition and disposition of securities of Immunex by Cyanamid; WHEREAS, AHP entered into an Agreement and Plan of Merger, dated August 17, 1994 (the "AHP Merger Agreement"), with AC Acquisition Corp. and Cyanamid, pursuant to which AHP acquired all of the issued and outstanding capital stock of Cyanamid; WHEREAS, following the consummation of the tender offer required by the AHP Merger Agreement, AHP became the beneficial owner of the shares of Immunex Common Stock owned by Cyanamid; WHEREAS, AHP and Immunex entered into an Agreement, dated September 23, 1994, pursuant to which (a) Immunex made certain representations regarding its Board of Directors' approval of the beneficial ownership by AHP of the Immunex Common Stock and (b) AHP agreed to take certain actions to assure Cyanamid's and its subsidiary's compliance with the Governance Agreement; WHEREAS, AHP and Cyanamid each has requested that Immunex cooperate in the transfer of all of the Immunex common stock currently held by Cyanamid (the "Cyanamid Holdings") to MDP, a wholly-owned subsidiary of Cyanamid, and Immunex has, on the terms set forth below, agreed to take such actions necessary to facilitate such transfer; WHEREAS, in connection with such transfer of the Cyanamid Holdings, Cyanamid desires to assign certain of its rights under the Governance Agreement, including its registration rights with regard to the Cyanamid Holdings, to MDP; WHEREAS, Section 9.04 of the Governance Agreement provides that Cyanamid may assign all or any of its rights and obligations thereunder to any of its wholly-owned subsidiaries; provided that (a) no such assignment will relieve Cyanamid of its obligations under the Governance Agreement and (b) Cyanamid may assign its rights as provided in Section 6.13 thereunder. WHEREAS, Section 6.13 of the Governance Agreement provides that Cyanamid may transfer its registration rights under the Governance Agreement to a wholly-owned subsidiary of Cyanamid; provided that (a) Cyanamid complies with certain notice requirements, (b) such transferee agrees in writing, in a form reasonably satisfactory to Immunex, to be bound as a Holder (defined in the Governance Agreement) by the registration rights provisions of the Governance Agreement, and (c) immediately following such transfer Holder acknowledges that the future disposition of the transferred securities by the transferee is restricted under the Securities Act of 1933, and the rules and regulations promulgated thereunder, as amended. NOW, THEREFORE, in consideration of the foregoing and other mutual promises and agreements contained herein, Immunex, AHP, Cyanamid and MDP hereby agree as follows: 1. Defined Terms. Capitalized terms used herein and not defined have the meanings given to such terms in the Governance Agreement. 2. Status of MDP. AHP, Cyanamid and MDP each represents and warrants that (a) MDP is a wholly-owned subsidiary of Cyanamid duly organized, validly existing and in good standing under the laws of Delaware and (b) MDP has the corporate power and authority and legal right to enter into this Agreement. 3. Assignment of Subscription Rights. Pursuant to Section 9.04 of the Governance Agreement, Cyanamid hereby assigns to MDP all of Cyanamid's rights and obligations under Article II of the Governance Agreement. Immunex hereby acknowledges such assignment. Cyanamid, Immunex and MDP each agree that such assignment shall be revocable by Cyanamid upon delivery of written notice to Immunex. 4. Acceptance of Subscription Rights and Transfer Restrictions. MDP hereby accepts the rights and obligations under Article II of the Governance Agreement assigned to it by Cyanamid. In addition, in connection with its ownership of securities of Immunex, MDP agrees that, to the extent that the transfer restrictions within Article V of the Governance Agreement would apply to securities of Immunex held by Cyanamid, MDP shall be bound by all such restrictions. 5. Assignment of Registration Rights. Pursuant to Section 6.13 of the Governance Agreement, Cyanamid hereby assigns to MDP all of Cyanamid's registration rights as a Holder of the Cyanamid Holdings. In accordance with Section 6.13 of the Governance Agreement, Cyanamid hereby notifies Immunex of the transfer of the Cyanamid Holdings to MDP, which has its principal place of business at 1403 Foulk Road, Suite 102, Wilmington, Delaware 19803. 6. Acceptance of Registration Rights and Obligations. MDP hereby accepts the rights and obligations under Article VI of the Governance Agreement assigned to it by Cyanamid. In addition, in accordance with Section 6.13 of the Governance Agreement, MDP hereby agrees to be bound as a Holder by the provisions of Article VI of the Governance Agreement. Immunex hereby acknowledges the assignment of registration rights to MDP and its satisfaction with MDP's assumption of the obligations of Article VI of the Governance Agreement. 7. Protection of Governance Agreement. During the term of the Governance Agreement: 7.1 AHP and Cyanamid each agrees that (a) it will not take action to cause MDP to violate its obligations hereunder or under the Governance Agreement and (b) it will not fail to permit MDP to take any action as may be required to be taken by MDP to perform such obligations. 7.2 If either AHP or Cyanamid directly or indirectly causes the separate existence of MDP to cease (whether by merger, consolidation or other similar business combination transaction), or causes MDP to transfer all or substantially all of its assets in one transaction or in a series of related transaction, AHP and Cyanamid will each, in connection therewith, make appropriate provision so that any successor to, or transferee of all or substantially all of the assets of, MDP that is an affiliate of AHP will be bound by and required to perform the obligations of MDP under this Agreement and the Governance Agreement. 8. Amendments, Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Immunex, AHP, Cyanamid and MDP, or in the case of a waiver, by the party against whom the waiver is to be effective. 9. Counterparts. This Agreement may be executed and delivered (including by way of facsimile transmission) in counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their representative authorized officer as of the day and year first above written. IMMUNEX CORPORATION By:_________________________________ Name: Title: AMERICAN HOME PRODUCTS CORPORATION By:_________________________________ Name: Title: AMERICAN CYANAMID COMPANY By:_________________________________ Name: Title: MDP HOLDINGS, INC. 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