Amendment No. 2 To Asset Purchase Agreement

Exhibit 10.80 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 2 (this " Amendment") is made as of the 17th day of July, 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 (as amended by Amendment No. 1 to the Asset Purchase Agreement, dated as of June 25, 2002, 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) Section 1.1(a)(viii) of the Seller Disclosure Letter is hereby amended by adding a new item 12 thereunder as follows: "Agreement, dated as of March 1, 1994, between Behringwerke AG and Immunex Corporation". (b) Section 1.1(c) of the Seller Disclosure Letter is hereby amended by adding a new item 64 thereunder as follows: "Agreement, dated as of March 1, 1994, between Behringwerke AG and Immunex Corporation". (c) Section 2.1(a)(iii) of the Seller Disclosure Letter is hereby amended by adding the following item thereto: "Revco -70C chest freezer, model #ULT740ANR, serial #XY1756A, Abbott K #K4269". (d) Section 3.8(a)(iv) of the Seller Disclosure Letter is hereby amended by adding a new item 8 thereunder as follows: "Agreement, dated as of March 1, 1994, between Behringwerke AG and Immunex Corporation".

(e) Section 2.1(a)(iv) of the Seller Disclosure Letter is hereby amended by inserting the following new assigned trademark under the table "Assigned Trademarks": United States Positive Directions N/A N/A (f) Exhibit C to the Agreement is hereby amended by inserting the following new assigned trademark under the table "Assigned Trademarks" in Attachment I to Exhibit C: United States Positive Directions N/A N/A (g) Exhibit F to the Agreement is hereby amended by deleting Annexes A and B thereto and substituting therefor Annex A and Annex B attached hereto as Appendix A. SECTION 3. Effect . Except as expressly set forth herein, the Agreement shall remain in full force and effect in all respects. This Amendment shall be deemed to be part of the Agreement for all purposes, including Article IX of the Agreement. SECTION 4. Descriptive Headings . The descriptive headings herein are inserted for convenience only and are ...