UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: During the three months ended June 30, 2022, we had one outstanding stock repurchase program, under which the repurchase activity was as follows:
+Added: During the three months ended September 30, 2022, we had one outstanding stock repurchase program, under which the repurchase activity was as follows:
Period Total number
−Removed: purchased (1)
per share Total number
4 unchanged sentences
under the program (2)
−Removed: April 1 - 30 — — — 4,579,263,848
−Removed: May 1 - 31 — — — 4,579,263,848
−Removed: June 1 - 30 — — — 4,579,263,848
+Added: July 1 - 31 — — $ 4,579,263,848
+Added: August 1 - 31 — — $ 4,579,263,848
+Added: September 1 - 30 (1)
+Added: 1,525,403 1,525,403 $ 4,579,263,848
+Added: Total 1,525,403 1,525,403
(1) As part of the stock repurchase program, the Company entered into ASR agreements with three third-party financial institutions (Dealers) in February 2022.
−Removed: 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 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.
−Removed: 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.
+Added: Upon execution of 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.
+Added: During September 2022, an additional 1,525,403 shares were received from the Dealers which constituted final settlement under the ASR agreements, and no cash was exchanged as a result of the final settlement.
+Added: In total, 24,784,400 shares of common stock were delivered under the ASR agreements at an average price of approximately $242.09 per share.
+Added: (2) In October 2022, the Board of Directors increased the amount authorized under the repurchase program by an additional $2.4 billion.
Reference is made to the Index to Exhibits included herein.
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(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.)
+Added: 2.7 Agreement and Plan of Merger, dated as of August 3, 2022, among ChemoCentryx, Inc., Amgen Inc.
+Added: and Carnation Merger Sub, Inc.
+Added: (Filed as an exhibit to Form 8-K on August 4, 2022 and incorporated herein by reference.)
3.1 Restated Certificate of Incorporation of Amgen Inc.
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(Filed as an exhibit to Form 8-K on February 22, 2022 and incorporated herein by reference.)
+Added: 4.34 Officer’s Certificate of Amgen Inc., dated as of August 18, 2022, including forms of the Company’s 4.050% Senior Notes due 2029, 4.200% Senior Notes due 2033 and 4.875% Senior Notes due 2053.
+Added: (Filed as an exhibit to Form 8-K on August 18, 2022 and incorporated herein by reference.)
10.1+ Amgen Inc.
98 unchanged sentences
(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2017 on April 27, 2017 and incorporated herein by reference.)
+Added: 10.36* Amendment No.
+Added: 1 to Sourcing and Supply Agreement, dated July 14, 2022, by and between Amgen USA Inc., a wholly owned subsidiary of Amgen Inc., and DaVita Inc .
+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.)
10.37 Exclusive License and Collaboration Agreement, dated August 28, 2015, by and between Amgen Inc.
19 unchanged sentences
and BeiGene Switzerland GmbH, and BeiGene, Ltd.
−Removed: (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.)
+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.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2022 on August 5, 2022 and incorporated herein by reference.)
10.43 Guarantee, dated as of October 31, 2019, made by and among BeiGene, Ltd.
14 unchanged sentences
10.47 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 because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.)
+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.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2022 on August 5, 2022 and incorporated herein by reference.)
10.48 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 because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.)
+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.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2022 on August 5, 2022 and incorporated herein by reference.)
10.49 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: August 4, 2022 By:
+Added: November 3, 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.