Amendment No.1 To Asset Purchase Agreement

Exhibit 10.79 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This AMENDMENT No. 1 (this " Amendment") is made as of the 25th day of June, 2002, by and between Immunex Corporation, a Washington corporation (" Seller"), and Schering Aktiengesellschaft, a stock corporation organized under the laws of The Federal Republic of Germany (" Purchaser"). WITNESSETH WHEREAS, in accordance with Section 7.3 of the Asset Purchase Agreement, dated as of May 2, 2002, by and between Seller and Purchaser (the " Agreement"), the parties hereto desire to amend the Agreement in certain respects as set forth herein. NOW, THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein, the parties hereto, intending to be legally bound, agree as follows: SECTION 1. Definitions . Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Agreement, as amended hereby. SECTION 2. Amendments to the Agreement . The Agreement is hereby amended as follows: (a) A new definition is hereby inserted into Section 1.1 of the Agreement, immediately following the definition of "Confidentiality Agreement" and immediately prior to the definition of "Contracts", and shall be as follows: " "Consent Decree" shall mean the Decision and Order placed by the United States Federal Trade Commission on the public record for comment in connection with the Agreement Containing Consent Orders by and among Amgen, Inc. and Seller, an ...