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Item 5. Other Information

2024-05-03 compared with 2023-10-31 · 18 added, 29 removed, 215 unchanged (18% of the section changed)

1 unchanged sentence

Trading Arrangements

During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

The Company has established controls with respect to securities trading by its directors and officers and has permitted the use of Rule 10b5-1 trading arrangements from time to time.

During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Reference is made to the Index to Exhibits included herein.

INDEX TO EXHIBITS

2.1 Asset Purchase Agreement, dated August 25, 2019, by and between Amgen Inc.

and Celgene Corporation.

(Filed as an exhibit to Form 8-K on August 26, 2019 and incorporated herein by reference.)

2.1.1 Amendment No.

1 to the Asset Purchase Agreement, dated October 17, 2019, by and between Amgen Inc.

and Celgene Corporation.

(Filed as an exhibit to Form 8-K on October 17, 2019 and incorporated herein by reference.)

2.1.2 Amendment No.

2 to the Asset Purchase Agreement, dated October 17, 2019, by and between Amgen Inc.

and Celgene Corporation.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)

2.2 Letter Agreement, dated November 21, 2019, by and between Amgen Inc.

and the parties named therein re:

Treatment of Certain Product Inventory in connection with Amgen’s acquisition of Otezla.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.)

2.3 Irrevocable Guarantee, dated August 25, 2019, by and between Amgen Inc.

and Bristol-Myers Squibb Company.

(Filed as an exhibit to Form 8-K on August 26, 2019 and incorporated herein by reference.)

2.1 Agreement and Plan of Merger, dated July 27, 2021, by and among Amgen Inc., Teneobio, Inc., Tuxedo Merger Sub, Inc., and Fortis Advisors LLC.

73 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.)

4.32 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.)

4.33 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, 2023 on February 14, 2024 and incorporated herein by reference.)

10.1+ Amgen Inc.

42 unchanged sentences

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

10.9.5+ Fifth Amendment to the Amgen Inc.

Supplemental Retirement Plan, effective January 1, 2024.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.10+ 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.)

10.12.4+ Fourth Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective January 1, 2024 (Filed as an exhibit to Form 10-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.13+ 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.)

10.14+ Agreement between Amgen Inc.

and James Bradner, dated December 13, 2023.

(Filed as an exhibit to Form 10-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.15 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.

4 unchanged sentences

10.17 Collaboration and License Agreement between Amgen Inc.

and Celltech R&D Limited dated May 10, 2002 (portions of the exhibit have been omitted pursuant to a request for confidential treatment) and Amendment No.

and Celltech R&D Limited dated May 10, 2002 (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.) and Amendment No.

1, effective June 9, 2003, to Collaboration and License Agreement between Amgen Inc.

and Celltech R&D Limited (portions of the exhibit have been omitted pursuant to a request for confidential treatment).

(Filed as an exhibit to Form 10-K/A for the year ended December 31, 2012 on July 31, 2013 and incorporated herein by reference.)

and Celltech R&D Limited (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-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.17.1 Amendment No.

2 to Collaboration and License Agreement, effective November 14, 2016, between Amgen Inc.

and Celltech R&D Limited (portions of the exhibit have been omitted pursuant to a request for confidential treatment).

(Filed as an exhibit to Form 10-K for the year ended December 31, 2016 on February 14, 2017 and incorporated herein by reference.)

and Celltech R&D Limited.

(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-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.18 Letter Agreement, dated June 25, 2019, by and between Amgen Inc.

43 unchanged sentences

and AstraZeneca Collaboration Ventures, 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-K for the year ended December 31, 2021 on February 16, 2022 and incorporated herein by reference.)

10.22.5 Letter Agreement Regarding the Collaboration Agreement, dated as of December 1, 2023, by and between Amgen Inc.

and AstraZeneca Collaboration Ventures, 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-K for the year ended December 31, 2023 on February 14, 2024 and incorporated herein by reference.)

10.23 License and Collaboration Agreement, dated June 1, 2021, by and between Amgen Inc.

and Kyowa Kirin Co., Ltd.

(portions of the exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed).

(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, 2021 on August 4, 2021 and incorporated herein by reference.)

13 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.

October 31, 2023 By:

May 2, 2024 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 5. Other Information