What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2023-04-28 compared with 2022-11-04 · 28 added, 69 removed, 225 unchanged (30% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2022, we had one outstanding stock repurchase program, under which the repurchase activity was as follows:

During the three months ended March 31, 2023, we had one outstanding stock repurchase program, under which the repurchase activity was as follows:

Period Total number

5 unchanged sentences

under the program (1)

July 1 - 31 — — $ 4,579,263,848

August 1 - 31 — — $ 4,579,263,848

September 1 - 30 (1)

1,525,403 1,525,403 $ 4,579,263,848

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.

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.

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.

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.

January 1 - 31 — — $ 6,979,263,848

February 1 - 28 — — $ 6,979,263,848

March 1 - 31 — — $ 6,979,263,848

(1) In October 2022, the Board of Directors increased the amount authorized under the repurchase program by an additional $2.4 billion.

24 unchanged sentences

(Filed as an exhibit to Form 8-K on August 4, 2022 and incorporated herein by reference.)

2.6 Transaction Agreement, dated as of December 11, 2022, by and among Amgen Inc., Pillartree Limited and Horizon Therapeutics plc.

(Filed as an exhibit to Form 8-K on December 12, 2022 and incorporated herein by reference.)

2.7 Appendix 3 to the Rule 2.7 Announcement, dated as of December 12, 2022 (Conditions Appendix).

(Filed as an exhibit to Form 8-K on December 12, 2022 and incorporated herein by reference.)

3.1 Restated Certificate of Incorporation of Amgen Inc.

46 unchanged sentences

(Filed as an exhibit on Form 8-K on February 26, 2016 and incorporated herein by reference.)

4.23 Form of Permanent Global Certificate for the Company’s 0.410% bonds due 2023.

(Filed as an exhibit on Form 8-K on March 8, 2016 and incorporated herein by reference.)

4.24 Terms of the Bonds for the Company’s 0.410% bonds due 2023.

(Filed as an exhibit on Form 8-K on March 8, 2016 and incorporated herein by reference.)

4.23 Officer’s Certificate of Amgen Inc., dated as of June 14, 2016, including forms of the Company’s 4.563% Senior Notes due 2048 and 4.663% Senior Notes due 2051.

10 unchanged sentences

(Filed as an exhibit to Form 8-K on August 18, 2020 and incorporated herein by reference.)

4.31 Registration Rights Agreement, dated as of August 17, 2020, by and among Amgen Inc., BofA Securities, Inc.

Morgan Securities LLC, as lead dealer managers, and BNP Paribas Securities Corp., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Blaylock Van, LLC and Siebert Williams Shank & Co., LLC, as co-dealer managers.

(Filed as an exhibit to Form 8-K on August 18, 2020 and incorporated herein by reference.)

4.29 Officer’s Certificate of Amgen Inc., dated as of August 9, 2021, including forms of the Company’s 1.650% Senior Notes due 2028, 2.000% Senior Notes due 2032, 2.800% Senior Notes due 2041 and 3.000% Senior Notes due 2052 .

4 unchanged sentences

(Filed as an exhibit to Form 8-K on August 18, 2022 and incorporated herein by reference.)

4.32 Description of Amgen Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2022 on February 9, 2023 and incorporated herein by reference.)

4.33 Officer’s Certificate of the Company, dated as of March 2, 2023, including forms of the Company’s 5.250% Senior Notes due 2025, 5.507% Senior Notes due 2026, 5.150% Senior Notes due 2028, 5.250% Senior Notes due 2030, 5.250% Senior Notes due 2033, 5.600% Senior Notes due 2043, 5.650% Senior Notes due 2053 and 5.750% Senior Notes due 2063.

(Filed as an exhibit to Form 8-K on March 2, 2023 and incorporated herein by reference.)

10.1+ Amgen Inc.

18 unchanged sentences

2009 Performance Award Program.

(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.)

(As Amended and Reinstated on December 12, 2022.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2022 on February 9, 2023 and incorporated herein by reference.)

10.8+ Amgen Inc.

1 unchanged sentence

(As Amended and Restated on October 21, 2020.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2020 on February 9, 2021 and incorporated herein by reference.)

10.9+ Form of Grant of Non-Qualified Stock Option Agreement for the Amgen Inc.

2009 Director Equity Incentive Program.

(Filed as an exhibit to Form 8-K on May 8, 2009 and incorporated herein by reference.)

10.9+ Form of Restricted Stock Unit Agreement for the Amgen Inc.

15 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.)

10.11.4+ Fourth Amendment to the Amgen Inc.

Supplemental Retirement Plan, effective October 20, 2022.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2022 on February 9, 2023 and incorporated herein by reference.)

10.12+ Amended and Restated Amgen Change of Control Severance Plan.

11 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.)

10.22+ Agreement between Amgen Inc.

and Peter Griffith, dated October 18, 2019.

(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2020 on May 1, 2020 and incorporated herein by reference.)

10.15+ Aircraft Time Sharing Agreement, dated December 3, 2021, by and between Amgen Inc.

1 unchanged sentence

(Filed as an exhibit to Form 10-K for the year ended December 31, 2021 on February 16, 2022 and incorporated herein by reference.)

10.24 Second Amended and Restated Credit Agreement, dated December 12, 2019, among Amgen Inc., the Banks therein named, Citibank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent .

10.16 Term Loan Credit Agreement, dated as of December 22, 2022, by and among Amgen Inc., Citibank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, Citibank, N.A., Bank of America, N.A., Goldman Sachs Bank USA and Mizuho Bank, Ltd., as lead arrangers and book runners, Goldman Sachs Bank USA and Mizuho Bank, Ltd.

as documentation agents, and the other banks party thereto.

(Filed as an exhibit to Form 8-K on December 22, 2022 and incorporated herein by reference.)

10.17 Third Amended and Restated Credit Agreement, dated as of March 9, 2023, among Amgen Inc., the Banks therein named, Citibank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent.

(Filed as an exhibit to Form 8-K on March 9, 2023 and incorporated herein by reference.)

10.18 Collaboration and License Agreement between Amgen Inc.

10 unchanged sentences

(Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2019 on July 31, 2019 and incorporated herein by reference.)

10.28 Collaboration Agreement, dated April 22, 1994, by and between Bayer Corporation (formerly Miles, Inc.) and Onyx Pharmaceuticals, Inc.

(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2011 by Onyx Pharmaceuticals, Inc.

on May 10, 2011 and incorporated herein by reference.)

10.29 Amendment to Collaboration Agreement, dated April 24, 1996, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc.

(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2006 by Onyx Pharmaceuticals, Inc.

on May 10, 2006 and incorporated herein by reference.)

10.30 Amendment to Collaboration Agreement, dated February 1, 1999, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc.

(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2006 by Onyx Pharmaceuticals, Inc.

on May 10, 2006 and incorporated herein by reference.)

10.31 Settlement Agreement and Release, dated October 11, 2011, by and between Bayer Corporation, Bayer AG, Bayer HealthCare LLC and Bayer Pharma AG and Onyx Pharmaceuticals, Inc.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2011 by Onyx Pharmaceuticals, Inc.

on February 27, 2012 and incorporated herein by reference.)

10.32 Fourth Amendment to Collaboration Agreement, dated October 11, 2011, by and between Bayer Corporation and Onyx Pharmaceuticals, Inc.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2011 by Onyx Pharmaceuticals, Inc.

on February 27, 2012 and incorporated herein by reference.)

10.33 Side Letter Regarding Collaboration Agreement, dated May 29, 2015, by and between Bayer HealthCare LLC and Onyx Pharmaceuticals, Inc.

(Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2015 on August 5, 2015 and incorporated herein by reference.)

10.34 Side Letter Regarding Collaboration Agreement and Stivarga Agreement, dated February 13, 2020, by and between Onyx Pharmaceuticals, Inc.

and Bayer HealthCare LLC.

(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2020 on May 1, 2020 and incorporated herein by reference.)

10.35 Sourcing and Supply Agreement, dated January 6, 2017, by and between Amgen USA Inc., a wholly owned subsidiary of Amgen Inc., and DaVita Inc.

(portions of the exhibit have been omitted pursuant to a request for confidential treatment).

(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2017 on April 27, 2017 and incorporated herein by reference.)

10.36* Amendment No.

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 .

(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.

and Novartis Pharma AG (portions of the exhibit have been omitted pursuant to a request for confidential treatment).

(Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)

10.38 Amendment No.

1 to the Exclusive License and Collaboration Agreement, dated April 21, 2017, by and between Amgen Inc.

and Novartis Pharma AG (portions of the exhibit have been omitted pursuant to a request for confidential treatment).

(Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)

10.39 Amendment No.

2 to the Exclusive License and Collaboration Agreement, dated April 21, 2017, by and between Amgen Inc.

and Novartis Pharma AG (portions of the exhibit have been omitted pursuant to a request for confidential treatment).

(Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2017 on July 26, 2017 and incorporated herein by reference.)

10.40 Amendment No.

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).

(Filed as an exhibit to the Company’s Current Report on Form 8-K on January 31, 2022 and incorporated herein by reference.)

10.20 Collaboration Agreement, dated October 31, 2019, by and between Amgen Inc.

5 unchanged sentences

(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.)

10.20.2* Second Amendment to Collaboration Agreement, entered into as of February 26, 2023, by and between Amgen Inc.

and BeiGene Switzerland GmbH, and BeiGene, Ltd.

(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.)

10.21 Guarantee, dated as of October 31, 2019, made by and among BeiGene, Ltd.

13 unchanged sentences

(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2020 on October 29, 2020 and incorporated herein by reference.)

10.22.3 Amendment No.

3 to Share Purchase Agreement, dated January 30, 2023, by and among BeiGene, Ltd.

and Amgen Inc.

(Filed as an exhibit to Form 8-K on January 31, 2023 and incorporated herein by reference.)

10.23 Collaboration Agreement dated March 30, 2012 by and between Amgen Inc.

15 unchanged sentences

(Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2021 on August 4, 2021 and incorporated herein by reference.)

10.53 Form of ASR Agreement.

(Filed as an exhibit to Form 8-K on February 24, 2022 and incorporated herein by

31* Rule 13a-14(a) Certifications.

12 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.

November 3, 2022 By:

April 27, 2023 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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities