UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: During the three months ended March 31, 2022, we had one outstanding stock repurchase program, under which the repurchase activity was as follows:
+Added: During the three months ended June 30, 2022, we had one outstanding stock repurchase program, under which the repurchase activity was as follows:
Period Total number
−Removed: purchased Average
−Removed: per share (1)
+Added: purchased (1)
+Added: per share Total number
of shares purchased
3 unchanged sentences
under the program
−Removed: January 1 - 31 1,083,500 227.99 1,083,500 10,642,348,215
−Removed: February 1 - 28
−Removed: Other repurchases 280,000 225.30 280,000 10,579,263,848
−Removed: Accelerated stock repurchases (2)
−Removed: 23,258,997 23,258,997 4,579,263,848
−Removed: March 1 - 31 — — 4,579,263,848
−Removed: Total 24,622,497 24,622,497
−Removed: (1) Average price paid per share includes related expenses.
+Added: April 1 - 30 — — — 4,579,263,848
+Added: May 1 - 31 — — — 4,579,263,848
+Added: June 1 - 30 — — — 4,579,263,848
(1) As part of the stock repurchase program, the Company entered into ASR agreements with three third-party financial institutions (Dealers) in February 2022.
Under the ASR agreements, the Company made payments in an aggregate amount of $6.0 billion to the Dealers and received and retired an initial 23,258,997 shares of common stock.
−Removed: Approximately $0.9 billion of shares of the Company’s common stock remains to be delivered by the Dealers pending final settlement.
−Removed: The final number of shares to be repurchased by the Company will be based on the daily volume-weighted average stock price of the Company’s common stock during the terms of the ASR agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements.
+Added: Approximately $0.9 billion of stock was held back by the Dealers pending final settlement of the ASR agreement, which will be based on the volume-weighted average stock price of the Company’s common stock during the term of the ASR agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements.
At settlement, which is scheduled to occur in the third quarter of 2022, the Dealers may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required to deliver shares of common stock or to make a cash payment, at its election, to the Dealers.
19 unchanged sentences
(Filed as an exhibit to Form 8-K on August 26, 2019 and incorporated herein by reference.)
−Removed: 2.6 Agreement and Plan of Merger, dated July 27, 2021, by and among Amgen Inc., Teneobio, Inc., Tuxedo Merger Sub, Inc., and Fortis Advis ors LLC.
+Added: 2.6 Agreement and Plan of Merger, dated July 27, 2021, by and among Amgen Inc., Teneobio, Inc., Tuxedo Merger Sub, Inc., and Fortis Advisors LLC.
(portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential)(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2021 on November 3, 2021 and incorporated herein by reference.)
81 unchanged sentences
Amended and Restated 2009 Equity Incentive Plan.
−Removed: (As Amended a nd Restated on December 2 , 202 1 .) (Filed as an exhibit to Form 10-K for the year ended December 31, 2021 on February 16, 2022 and incorporated herein by reference.)
+Added: (As Amended and Restated on December 2, 2021.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2021 on February 16, 2022 and incorporated herein by reference.)
10.5+ Form of Restricted Stock Unit Agreement for the Amgen Inc.
6 unchanged sentences
2009 Performance Award Program.
−Removed: (As Amended and Re stated on December 2 , 202 1 .) (Filed as an exhibit to Form 10-K for the year ended December 31, 2021 on February 16, 2022 and incorporated herein by reference.)
+Added: (As Amended and Restated on December 2, 2021.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2021 on February 16, 2022 and incorporated herein by reference.)
10.8+ Amgen Inc.
21 unchanged sentences
(Filed as an exhibit to Form 10-K for the year ended December 31, 2021 on February 16, 2022 and incorporated herein by reference.)
−Removed: 10.16+ A m e n d e d a n d R e s t a t e d Amgen C hange of Control Severance Plan.
+Added: 10.16+ Amended and Restated Amgen Change of Control Severance Plan.
(As Amended and Restated effective December 9, 2010 and subsequently amended effective March 2, 2011.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2011 on May 10, 2011 and incorporated herein by reference.)
1 unchanged sentence
Executive Incentive Plan.
−Removed: (As Amended and Restated effective January 1, 2022.)
+Added: (As Amended and Restated effective January 1, 2022.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2022 on April 28, 2022 and incorporated herein by reference.)
10.18+ Amgen Nonqualified Deferred Compensation Plan.
60 unchanged sentences
(Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)
−Removed: 10.39 Ame nd ment No.
−Removed: 3 to the Exclusi ve License a nd Collaboration Agreement, dated January 31 , 202 2 , by and between Amgen Inc.
+Added: 10.39 Amendment No.
+Added: 3 to the Exclusive License and Collaboration Agreement, dated January 31, 2022, by and between Amgen Inc.
and Novartis Pharma AG (portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential).
4 unchanged sentences
(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)
+Added: 10.41* First Amendment to Collaboration Agreement, dated April 20, 2022, by and between Amgen Inc.
+Added: and BeiGene Switzerland GmbH, and BeiGene, Ltd.
+Added: (portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.)
10.42 Guarantee, dated as of October 31, 2019, made by and among BeiGene, Ltd.
14 unchanged sentences
10.46* Collaboration Agreement dated March 30, 2012 by and between Amgen Inc.
−Removed: and AstraZeneca Collaboration Ventures, LLC, a wholly owned subsidiary of AstraZeneca Pharmaceuticals LP (portions of the exhibit have been omitted pursuant to a request for confidential treatment).
−Removed: (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2012 on May 8, 2012 and incorporated herein by reference.)
+Added: and AstraZeneca Collaboration Ventures, LLC, a wholly owned subsidiary of AstraZeneca Pharmaceuticals LP (portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.)
10.47* Amendment No.
−Removed: 1 to the Collaboration Agreement, dated October 1, 2014, by and among Amgen Inc., AstraZeneca Collaboration Ventures, LLC and AstraZeneca Pharmaceuticals LP (portions of the exhibit have been omitted pursuant to a request for confidential treatment).
−Removed: (Filed as an exhibit to Form 10-K for the year ended December 31, 2014 on February 19, 2015 and incorporated herein by reference.)
+Added: 1 to the Collaboration Agreement, dated October 1, 2014, by and among Amgen Inc., AstraZeneca Collaboration Ventures, LLC and AstraZeneca Pharmaceuticals LP (portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.)
10.48 Amendment Nos.
27 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: April 27, 2022 By:
+Added: August 4, 2022 By:
/ S / PETER H.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.