Common use of COMPLIANCE WITH THE ACT Clause in Contracts

COMPLIANCE WITH THE ACT. The holder of this Warrant, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon exercise hereof except under the circumstances which will not result in a violation of the Act. Upon exercise of this Warrant, unless exercised pursuant to an effective registration statement covering the issuance of the Shares issuable upon exercise hereof, the holder hereof shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Shares so issued are being acquired for investment and not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of the Act, and that the holder has received such information concerning the Company and has had an opportunity to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped or imprinted with a legend in substantially the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY AND WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION."

COMPLIANCE WITH THE ACT. The holder Holder, by acceptance of this Warrant, by acceptance hereof, agrees that to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and the Shares to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and further agrees that such holder will Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under the circumstances which that will not result in a violation of the Act. Upon exercise of this Warrant, unless exercised pursuant to an effective registration statement covering the issuance of the Shares issuable upon exercise hereof, the holder hereof shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Shares so issued are being acquired for investment and not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of the Act, and that the holder has received such information concerning the Company and has had an opportunity to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statementregistered under the Act) shall be stamped or imprinted with a legend in substantially the following form: "“THIS SECURITY HAS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE , AS AMENDED (THE “ACT”), OR DISPOSITION QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY AND WITHOUT AN EFFECTIVE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT RELATED THERETO COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT CORPORATION TO SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSIONEFFECT HAS BEEN RENDERED BY COUNSEL."”

COMPLIANCE WITH THE ACT. (a) The holder Holder represents, warrants, acknowledges and agrees that (1) it is a resident of Switzerland and is not a "U.S. Person" as defined in Regulation S under the Act, and is not acquiring this Warrant or the shares of Common Stock to be issued upon exercise of this Warrant, by acceptance hereof, agrees that Warrant (the "Shares") for the account or benefit of any U.S. Person; (2) this Warrant and the Shares have not been registered, and will not be registered under the Act, and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except in accordance with the provisions of Regulation S under the Act, pursuant to be issued upon exercise hereof (unless issued registration under the Act, or pursuant to an effective registration statementavailable exemption from registration; (3) are being acquired for investment and that such holder the Holder will not offer, sell engage in hedging transactions with regard to the Warrant or the Shares unless in accordance with the provisions of Regulation S under the Act or otherwise dispose in compliance with the Act; and (4) it will give each person to whom it transfers this Warrant or the Shares notice of any restrictions on transfer of this Warrant or any Shares to be issued upon exercise hereof except under the circumstances which will not result in a violation Shares. (b) Without limiting the generality of the Act. Upon exercise of this Warrantforegoing, unless exercised pursuant the Company shall be under no obligation to an effective registration statement covering the issuance of issue the Shares issuable upon exercise hereof, unless and until the holder hereof shall, if requested by the Company, confirm Holder shall have executed an investment letter in writing, in a form and substance satisfactory to the Company, including a warranty at the time of such exercise that the Shares so issued are being acquired is acquiring such shares for its own account, for investment and not with a view toward to, or for sale in connection with, the distribution or resaleof any such shares, that in which event the holder is an "accredited investor", as that term is defined in Section 2(15) Holder shall be bound by the provisions of the Act, and that the holder has received such information concerning the Company and has had an opportunity to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped following legend or imprinted with a legend in substantially similar form which shall be endorsed upon the following formcertificate(s) evidencing the shares issued pursuant to such exercise: "THIS SECURITY HAS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE , AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED OR DISPOSITION MAY BE EFFECTED WITHOUT SOLD WITHIN THE PRIOR WRITTEN CONSENT UNITED STATES OR TO, OR FOR THE BENEFIT OF, U.S. PERSONS AS PART OF THEIR DISTRIBUTION AT ANY TIME EXCEPT (1) IN ACCORDANCE WITH REGULATION S UNDER THE COMPANY AND WITHOUT ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSIONCOMPANY MAY NOT BE CONDUCTED UNLESS CONDUCTED IN COMPLIANCE WITH THE ACT. TERMS USED IN THIS PARAGRAPH SHALL HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S. (c) The Holder hereof understands that a stop transfer instruction will be in effect with respect to transfer of Shares consistent with the requirements of applicable federal and state securities laws."

COMPLIANCE WITH THE ACT. The holder I represent, warrant and covenant to the Xxxxxx'x that in the event I receive any Xxxxxx'x Common Stock as a result of the Merger: A. I shall not make any sale, transfer or other disposition of the Xxxxxx'x Common Stock in violation of the Act or the Rules and Regulations. B. I have carefully read this Warrant, by acceptance hereof, agrees that this Warrant letter and the Shares Agreement and discussed the requirements of such documents and other applicable limitations upon my ability to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offersell, sell transfer or otherwise dispose of this Warrant the Xxxxxx'x Common Stock to the extent I felt necessary, with my counsel or any Shares to be issued upon exercise hereof except under the circumstances which will not result in a violation of the Act. Upon exercise of this Warrant, unless exercised pursuant to an effective registration statement covering counsel for Rio. C. I have been advised that the issuance of the Shares issuable upon exercise hereof, the holder hereof shall, if requested by the Company, confirm in writing, in a form satisfactory Xxxxxx'x Common Stock to me pursuant to the CompanyMerger will be registered with the Commission under the Act on a Registration Statement on Form S-4. However, that I have also been advised that, since at the Shares so issued are being acquired time the Merger is submitted for investment a vote of the stockholders of Rio, I may be deemed to have been an affiliate of Rio and the distribution by me of the Xxxxxx'x Common Stock has not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of been registered under the Act, I may not sell, transfer or otherwise dispose of the Xxxxxx'x Common Stock issued to me in the Merger unless (i) such sale, transfer or other disposition has been registered under the Act, (ii) such sale, transfer or disposition is made in conformity with Rule 145 promulgated by the Commission under the Act, or (iii) in the opinion of counsel reasonably acceptable to Xxxxxx'x, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or other disposition is otherwise exempt from registration under the Act. D. I understand that Xxxxxx'x is under no obligation to register the sale, transfer or disposition of the Xxxxxx'x Common Stock by me or on my behalf under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available; PROVIDED, HOWEVER, that Xxxxxx'x shall meet the requirements of paragraph (c) of Rule 144 promulgated under the Act. E. I also understand that stop transfer instructions will be given to the Xxxxxx'x transfer agent with respect to the Xxxxxx'x Common Stock and that there will be placed on the holder has received such information concerning Certificates for the Company and has had an opportunity Xxxxxx'x Common Stock issued to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped me, or imprinted with any substitutions therefor, a legend stating in substantially substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AUGUST 9, 1998 BETWEEN THE REGISTERED HOLDER HEREOF AND XXXXXX'X ENTERTAINMENT, INC., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF XXXXXX'X ENTERTAINMENT, INC." F. I also understand that unless the transfer by me of my Xxxxxx'x Common Stock has been registered under the Act or is a sale made in conformity with the provisions of Rule 145, Xxxxxx'x reserves the right to put the following formlegend on the certificates issued to my transferee: "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. NO SALE THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR DISPOSITION MAY BE EFFECTED WITHOUT FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE PRIOR WRITTEN CONSENT MEANING OF THE COMPANY SECURITIES ACT OF 1933 AND WITHOUT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSIONACT OF 1933." It is understood and agreed that the legends set forth in paragraphs E and F above shall be removed by delivery of substitute certificates without such legend if such legend is not required for purposes of the Act or this Agreement. It is understood and agreed that such legends and the stop orders referred to above will be removed if (i) one year shall have elapsed from the date the undersigned acquired the Xxxxxx'x Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the undersigned, (ii) two years shall have elapsed from the date the undersigned acquired Xxxxxx'x Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then available to the undersigned, or (iii) Xxxxxx'x has received either an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to Xxxxxx'x, or a "no action" letter obtained by the undersigned from the staff of the Commission, to the effect that the restrictions imposed by Rule 145 under the Act no longer apply to the undersigned.

COMPLIANCE WITH THE ACT. The holder undersigned represents, warrants and covenants that: (a) The undersigned shall not make any sale, transfer or other disposition of Amgen Common Stock in violation of the Act or the Rules and Regulations. (b) The undersigned has carefully read this Warrantletter and discussed its requirements and other applicable limitations upon the undersigned’s ability to sell, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offer, sell transfer or otherwise dispose of this Warrant Amgen Common Stock, to the extent the undersigned felt necessary, with the undersigned’s counsel or any Shares counsel for Tularik. (c) The undersigned has been advised that the issuance of Amgen Common Stock to the undersigned pursuant to the Agreement will be issued upon exercise hereof except registered with the Commission under the circumstances Act on a Registration Statement on Form S-4. However, the undersigned has also been advised that, because the undersigned may be deemed to have been an affiliate of Tularik at the time the Merger was submitted for a vote of the stockholders of Tularik, and the distribution by the undersigned of Amgen Common Stock has not been registered under the Act, the undersigned may not sell, transfer or otherwise dispose of Amgen Common Stock issued to the undersigned in the Merger Table of Contents unless (i) such sale, transfer or other disposition has been registered under the Act, (ii) such sale, transfer or other disposition is made in conformity with Rule 145, or (iii) in the opinion of outside counsel, which opinion and outside counsel are reasonably acceptable to Amgen, or pursuant to a “no action” or interpretative letter obtained by the undersigned from the staff of the Commission, such sale, transfer or other disposition is otherwise exempt from registration under the Act. (d) The undersigned understands that Rule 145 permits offers, sales and transfers only in limited amounts and in limited circumstances, many of which will be outside of the undersigned’s control. The undersigned understands that Amgen is under no obligation to register the sale, transfer or other disposition of Amgen Common Stock by the undersigned or on the undersigned’s behalf under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available. (e) In the event of a sale, transfer or other disposition pursuant to Rule 145, the undersigned will supply Amgen with a letter in the form of Exhibit A hereto evidencing compliance with such Rule and an opinion in form and substance reasonably satisfactory to Amgen from outside counsel reasonably satisfactory to Amgen to the effect that such sale, transfer or other disposition is not result in a violation of the ActAct or the Rules and Regulations. Upon exercise The undersigned understands that Amgen may instruct its transfer agent to withhold the transfer of this Warrantany shares of Amgen Common Stock disposed of by the undersigned, but that upon receipt of such letter the transfer agent shall effectuate the transfer of such shares indicated as sold, transferred or otherwise disposed of in the letter. (f) The undersigned also understands that there will be placed on the certificates for Amgen Common Stock issued to the undersigned, or any substitutions therefor, a legend stating in substance: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED.” (g) The undersigned also understands that unless exercised pursuant to an effective registration statement covering the issuance transfer by the undersigned of the Shares issuable upon exercise hereofundersigned’s Amgen Common Stock has been registered under the Act or is a sale made in conformity with Rule 145, Amgen reserves the holder hereof shall, if requested by right to put the Company, confirm in writing, in a form satisfactory following legend on the certificates issued to the Company, that the Shares so issued are being acquired for investment and not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of the Act, and that the holder has received such information concerning the Company and has had an opportunity to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped or imprinted with a legend in substantially the following formundersigned’s transferee: "“THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED Table of Contents UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. NO SALE THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR DISPOSITION MAY BE EFFECTED WITHOUT FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE PRIOR WRITTEN CONSENT MEANING OF THE COMPANY SECURITIES ACT OF 1933, AS AMENDED, AND WITHOUT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSIONACT OF 1933, AS AMENDED."” (h) It is understood and agreed that the legends set forth in paragraphs (f) and (g) above will be removed by delivery of substitute certificates without such legend if such legend is not required for purposes of the Act or this letter agreement. Without limiting the foregoing, it is understood and agreed that such legends and the stop orders referred to above will be removed if: (i) one year shall have elapsed from the date the undersigned acquired Amgen Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the undersigned; (ii) two years shall have elapsed from the date the undersigned acquired Amgen Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then available to the undersigned; or (iii) Amgen has received either an opinion of outside counsel, which opinion and outside counsel shall be reasonably satisfactory to Amgen, or a “no action” or interpretative letter obtained by the undersigned from the staff of the Commission, to the effect that the restrictions imposed by Rule 145 no longer apply to the undersigned. The obligations of the undersigned hereunder shall attach to and be binding upon any person or entity to whom legal or beneficial ownership of the undersigned’s shares of Amgen Common Stock (and shares of Amgen Common Stock following the Merger) shall pass by operation of law or otherwise.

COMPLIANCE WITH THE ACT. The holder of this Warrant, by ----------------------- acceptance hereof, agrees that this Warrant and the Shares to be issued shares of Common Stock issuable upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offer, sell or otherwise dispose of this Warrant or any Shares shares of Common Stock to be issued upon exercise hereof except under the circumstances which will not result in a violation of the Act. Upon If at the time of any exercise or transfer of this Warrant or transfer of any of the shares of Common Stock issued upon exercise of this Warrant, unless exercised pursuant to an effective such securities have not been registered under the Act and are not eligible for sale without registration statement covering the issuance under Rule 144 of the Shares issuable upon exercise hereofAct, the holder hereof shall, if requested by the Company, confirm in writing, in Company may require as a form satisfactory condition to the Company, that the Shares so issued are being acquired for investment and not with a view toward distribution allowing such exercise or resaletransfer, that the holder is an "accredited investor", as that term is defined in Section 2(15) of the Act, and that the holder has received such information concerning the Company and has had an opportunity to make inquiry as securities furnish to the Company so such information as is reasonably necessary to allow establish that such exercise and/or transfer may be made without registration under the holder to make an informed investment decision to exercise this WarrantAct. This Warrant and all Shares shares of Common Stock issued upon exercise of this Warrant (unless issued pursuant to an effective registration statementregistered under the Act) shall be stamped or imprinted with a legend in substantially the following form: "THIS SECURITY HAS THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY AND WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES. IN ADDITION, NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES AND EXCHANGE COMMISSIONWERE ISSUED, DIRECTLY OR INDIRECTLY."

COMPLIANCE WITH THE ACT. The holder I represent, warrant and covenant to ----------------------- Acquiror that in the event I receive any Acquiror Common Stock as a result of the Merger: (a) I shall not make any sale, transfer or other disposition of the Acquiror Common Stock in violation of the Act or the Rules and Regulations. (b) I have carefully read this Warrant, by acceptance hereof, agrees that this Warrant letter and the Shares Agreement and discussed the requirements of such documents and other applicable limitations upon my ability to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offersell, sell transfer or otherwise dispose of this Warrant the Acquiror Common Stock to the extent I felt necessary, with my counsel or any Shares to be issued upon exercise hereof except under counsel for the circumstances which will not result in a violation of the Act. Upon exercise of this Warrant, unless exercised pursuant to an effective registration statement covering Company. (c) I have been advised that the issuance of Acquiror Common Stock to me pursuant to the Shares issuable upon exercise hereofMerger will be registered with the Commission under the Act on a Registration Statement on Form S-4. However, I have also been advised that, since at the holder hereof shall, if requested by time the Merger is submitted for a vote of the stockholders of the Company, confirm in writing, in a form satisfactory I may be deemed to have been an affiliate of the Company, that Company and the Shares so issued are being acquired for investment and distribution by me of the Acquiror Common Stock has not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of been registered under the Act, I may not sell, transfer or otherwise dispose of the Acquiror Common Stock issued to me in the Merger unless (i) such sale, transfer or other disposition as been registered under the Act, (ii) such sale, transfer or disposition is made in conformity with Rule 145 promulgated by the Commission under the Act, or (iii) in the opinion of counsel reasonably acceptable to Acquiror, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or other disposition is otherwise exempt from registration under the Act. (d) I understand that Acquiror is under no obligation to register the sale, transfer or disposition of the Acquiror Common Stock by me or on my behalf under the Act. (e) I also understand that stop transfer instructions will be given to the Acquiror's transfer agent with respect to the Acquiror Common Stock and that there will be placed on the holder has received such information concerning Certificates for the Company and has had an opportunity Acquiror Common Stock issued to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped me, or imprinted with any substitutions therefor, a legend stating in substantially substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT, DATED _________ ___, 1999 BETWEEN THE REGISTERED HOLDER HEREOF AND [Buyer], A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF __________." (f) I also understand that unless the transfer by me of my Acquiror Common Stock has been registered under the Act or is a sale made in conformity with the provisions of Rule 145, Acquiror reserves the right to put the following formlegend on the certificates issued to my transferee: "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. NO SALE THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR DISPOSITION MAY BE EFFECTED WITHOUT FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE PRIOR WRITTEN CONSENT MEANING OF THE COMPANY SECURITIES ACT OF 1933 AND WITHOUT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSIONACT OF 1933." It is understood and agreed that the legends set forth in paragraphs E and F above shall be removed by delivery of substitute certificates without such legend if such legend is not required for purposes of the Act or this Agreement. It is understood and agreed that such legends and the stop orders referred to above will be removed if (i) one year shall have elapsed from the date the undersigned acquired the Acquiror Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the undersigned, (ii) two years shall have elapsed from the date the undersigned acquired Acquiror Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then available to the undersigned, or (iii) Acquiror has received either an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to Acquiror, or a "no action" letter obtained by the undersigned from the staff of the Commission, to the effect that the restrictions imposed by Rule 145 under the Act no longer apply to the undersigned.

COMPLIANCE WITH THE ACT. The holder undersigned represents, warrants and covenants that: (a) The undersigned shall not make any sale, transfer or other disposition of Amgen Common Stock in violation of the Act or the Rules and Regulations. (b) The undersigned has carefully read this Warrantletter and discussed its requirements and other applicable limitations upon the undersigned’s ability to sell, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offer, sell transfer or otherwise dispose of this Warrant Amgen Common Stock, to the extent the undersigned felt necessary, with the undersigned’s counsel or any Shares counsel for Tularik. (c) The undersigned has been advised that the issuance of Amgen Common Stock to the undersigned pursuant to the Agreement will be issued upon exercise hereof except registered with the Commission under the circumstances Act on a Registration Statement on Form S-4. However, the undersigned has also been advised that, because the undersigned may be deemed to have been an affiliate of Tularik at the time the Merger was submitted for a vote of the stockholders of Tularik, and the distribution by the undersigned of Amgen Common Stock has not been registered under the Act, the undersigned may not sell, transfer or otherwise dispose of Amgen Common Stock issued to the undersigned in the Merger unless (i) such sale, transfer or other disposition has been registered under the Act, (ii) such sale, transfer or other disposition is made in conformity with Rule 145, or (iii) in the opinion of outside counsel, which opinion and outside counsel are reasonably acceptable to Amgen, or pursuant to a “no action” or interpretative letter obtained by the undersigned from the staff of the Commission, such sale, transfer or other disposition is otherwise exempt from registration under the Act. (d) The undersigned understands that Rule 145 permits offers, sales and transfers only in limited amounts and in limited circumstances, many of which will be outside of the undersigned’s control. The undersigned understands that Amgen is under no obligation to register the sale, transfer or other disposition of Amgen Common Stock by the undersigned or on the undersigned’s behalf under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available. (e) In the event of a sale, transfer or other disposition pursuant to Rule 145, the undersigned will supply Amgen with a letter in the form of Exhibit A hereto evidencing compliance with such Rule and an opinion in form and substance reasonably satisfactory to Amgen from outside counsel reasonably satisfactory to Amgen to the effect that such sale, transfer or other disposition is not result in a violation of the ActAct or the Rules and Regulations. Upon exercise The undersigned understands that Amgen may instruct its transfer agent to withhold the transfer of this Warrantany shares of Amgen Common Stock disposed of by the undersigned, but that upon receipt of such letter the transfer agent shall effectuate the transfer of such shares indicated as sold, transferred or otherwise disposed of in the letter. (f) The undersigned also understands that there will be placed on the certificates for Amgen Common Stock issued to the undersigned, or any substitutions therefor, a legend stating in substance: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED.” (g) The undersigned also understands that unless exercised pursuant to an effective registration statement covering the issuance transfer by the undersigned of the Shares issuable upon exercise hereofundersigned’s Amgen Common Stock has been registered under the Act or is a sale made in conformity with Rule 145, Amgen reserves the holder hereof shall, if requested by right to put the Company, confirm in writing, in a form satisfactory following legend on the certificates issued to the Company, that the Shares so issued are being acquired for investment and not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of the Act, and that the holder has received such information concerning the Company and has had an opportunity to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped or imprinted with a legend in substantially the following formundersigned’s transferee: "“THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. NO SALE THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR DISPOSITION MAY BE EFFECTED WITHOUT FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE PRIOR WRITTEN CONSENT MEANING OF THE COMPANY SECURITIES ACT OF 1933, AS AMENDED, AND WITHOUT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSIONACT OF 1933, AS AMENDED."” (h) It is understood and agreed that the legends set forth in paragraphs (f) and (g) above will be removed by delivery of substitute certificates without such legend if such legend is not required for purposes of the Act or this letter agreement. Without limiting the foregoing, it is understood and agreed that such legends and the stop orders referred to above will be removed if: (i) one year shall have elapsed from the date the undersigned acquired Amgen Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the undersigned; (ii) two years shall have elapsed from the date the undersigned acquired Amgen Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then available to the undersigned; or (iii) Amgen has received either an opinion of outside counsel, which opinion and outside counsel shall be reasonably satisfactory to Amgen, or a “no action” or interpretative letter obtained by the undersigned from the staff of the Commission, to the effect that the restrictions imposed by Rule 145 no longer apply to the undersigned. The obligations of the undersigned hereunder shall attach to and be binding upon any person or entity to whom legal or beneficial ownership of the undersigned’s shares of Amgen Common Stock (and shares of Amgen Common Stock following the Merger) shall pass by operation of law or otherwise. The execution and delivery to you of this letter agreement shall not be deemed an admission that the undersigned is an “affiliate” of Tularik as described in the first paragraph of this letter or as a waiver of any rights the undersigned may have to object to any claim that the undersigned is such an affiliate on or after the date of this letter. Very truly yours, Agreed to and accepted AMGEN INC. By: Name: Title: , 200_ Amgen Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx 00000-0000 Ladies and Gentlemen: On , the undersigned sold shares of common stock (“Common Stock”) of Amgen Inc., a Delaware corporation (the “Company”), received by it in connection with the merger of Tularik Inc., a Delaware corporation, with Arrow Acquisition, LLC, a limited liability company wholly owned by the Company. The undersigned represents that the Common Stock has been sold in brokers’ transactions in conformity with Rule 145 and the undersigned has otherwise complied with its covenants in the affiliate letter between the Company and the undersigned dated , 2004 Based upon the most recent report or statement filed by the Company with the Securities and Exchange Commission, the shares of Common Stock sold by the undersigned were within the prescribed limitations set forth in paragraph (e) of Rule 144 promulgated under the Securities Act of 1933 (the “Act”). The undersigned hereby represents that the above-described shares of Common Stock were sold in “brokers’ transactions” within the meaning of Section 4(4) of the Act or in transactions directly with a “market maker” as the term is defined in Section (3)(a)(38) of the Securities Exchange Act of 1934. The undersigned further represents that it has not solicited or arranged for the solicitation of orders to buy the above-described shares of Common Stock, and that the undersigned has not made any payment in connection with the offer or sale of such shares to any person other than to the broker who executed the order in respect of such sale. Very truly yours, , 2004 Xxxxxx & Xxxxxxx LLP 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Xxxxxx Godward LLP Five Palo Alto Square 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000-0000 Ladies and Gentlemen: We refer to the Agreement and Plan of Merger (the “Agreement”), dated as of March 28, 2004, by and among AMGEN, a Delaware corporation (“Parent”), ARROW ACQUISITION LLC, a Delaware limited liability company wholly-owned by Parent (“Merger Sub”), and TULARIK, a Delaware corporation (the “Company”), which provides for the merger (the “Merger”) of the Company with and into Merger Sub, with Merger Sub as the surviving entity (the “Surviving Entity”), on the terms and conditions set forth therein. Parent’s receipt of an opinion of Xxxxxx & Xxxxxxx LLP, and the Company’s receipt of an opinion of Xxxxxx Godward LLP, in each case regarding certain United States federal income tax consequences of the Merger, are conditions to the closing of the Merger, as provided in Section 7.2(f) and Section 7.3(c) of the Agreement, respectively. The time at which the Merger becomes effective is hereinafter referred to as the “Effective Time.” Capitalized terms not defined herein have the meanings specified in the Agreement.

COMPLIANCE WITH THE ACT. The holder I represent, warrant and covenant to Parent that in the event I receive any Parent Common Stock as a result of the Merger: A. I shall not make any sale, transfer or other disposition of the Parent Common Stock in violation of the Act or the Rules and Regulations. B. I have carefully read this Warrant, by acceptance hereof, agrees that this Warrant letter and the Shares Agreement and discussed the requirements of such documents and other applicable limitations upon my ability to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offersell, sell transfer or otherwise dispose of this Warrant the Parent Common Stock to the extent I felt necessary, with my counsel or any Shares to be issued upon exercise hereof except under counsel for the circumstances which will not result in a violation of the Act. Upon exercise of this Warrant, unless exercised pursuant to an effective registration statement covering Company. C. I have been advised that the issuance of Parent Common Stock to me pursuant to the Shares issuable upon exercise hereofMerger will be registered with the Commission under the Act on a Registration Statement of Form S-4. However, I have also been advised that, since at the holder hereof shall, if requested by time the Merger is submitted for a vote of the stockholders of the Company, confirm in writing, in a form satisfactory I may be deemed to have been an affiliate of the Company, that Company and the Shares so issued are being acquired for investment and distribution by me of the Parent Common Stock has not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of been registered under the Act, I may not sell, transfer or otherwise dispose of the Parent Common Stock issued to me in the Merger unless (i) such sale, transfer or other disposition has been registered under the Act, (ii) such sale, transfer or disposition is made in conformity with Rule 145 promulgated by the Commission under the Act, or (iii) in the opinion of counsel reasonably acceptable to Parent, or pursuant to a “no action” letter obtained by the undersigned from the staff of the Commission, such sale, transfer or other disposition is otherwise exempt from registration under the Act. D. I understand that Parent is under no obligation to register the sale, transfer or disposition of the Parent Common Stock by me or on my behalf under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available; provided, however, that Parent shall meet the requirements of paragraph (c) of Rule 144 promulgated under the Act. E. I also understand that stop transfer instructions will be given to the Parent transfer agent with respect to the Parent Common Stock and that there will be placed on the holder has received such information concerning Certificates for the Company and has had an opportunity Parent Common Stock issued to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped me, or imprinted with any substitutions therefor, a legend stating in substantially substance: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED [ł], 2005, BETWEEN THE REGISTERED HOLDER HEREOF AND THE PROCTER & GXXXXX COMPANY, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE PROCTER & GXXXXX COMPANY.” F. I also understand that unless the transfer by me of my Parent Common Stock has been registered under the Act or is a sale made in conformity with the provisions of Rule 145, Parent reserves the right to put the following formlegend on the certificates issued to my transferee: "“THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. NO SALE THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR DISPOSITION MAY BE EFFECTED WITHOUT FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE PRIOR WRITTEN CONSENT MEANING OF THE COMPANY SECURITIES ACT OF 1933 AND WITHOUT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSIONACT OF 1933."” It is understood and agreed that the legends set forth in paragraphs E and F above shall be removed by delivery of substitute certificates without such legend if such legend is not required for purposes of the Act or this Agreement. It is understood and agreed that such legends and the stop orders referred to above will be removed if (i) one year shall have elapsed from the date the undersigned acquired the Parent Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the undersigned, (ii) two years shall have elapsed from the date the undersigned acquired Parent Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then available to the undersigned, or (iii) Parent has received either an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to Parent, or a “no action” letter obtained by the undersigned from the staff of the Commission, to the effect that the restrictions imposed by Rule 145 under the Act no longer apply to the undersigned.

COMPLIANCE WITH THE ACT. The holder undersigned represents, warrants and covenants that: (a) The undersigned shall not make any sale, transfer or other disposition of Amgen Common Stock in violation of the Act or the Rules and Regulations. (b) The undersigned has carefully read this Warrantletter and discussed its requirements and other applicable limitations upon the undersigned’s ability to sell, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offer, sell transfer or otherwise dispose of this Warrant Amgen Common Stock, to the extent the undersigned felt necessary, with the undersigned’s counsel or any Shares counsel for Tularik. (c) The undersigned has been advised that the issuance of Amgen Common Stock to the undersigned pursuant to the Agreement will be issued upon exercise hereof except registered with the Commission under the circumstances Act on a Registration Statement on Form S-4. However, the undersigned has also been advised that, because the undersigned may be deemed to have been an affiliate of Tularik at the time the Merger was submitted for a vote of the stockholders of Tularik, and the distribution by the undersigned of Amgen Common Stock has not been registered under the Act, the undersigned may not sell, transfer or otherwise dispose of Amgen Common Stock issued to the undersigned in the Merger unless (i) such sale, transfer or other disposition has been registered under the Act, (ii) such sale, transfer or other disposition is made in conformity with Rule 145, or (iii) in the opinion of outside counsel, which opinion and outside counsel are reasonably acceptable to Amgen, or pursuant to a “no action” or interpretative letter obtained by the undersigned from the staff of the Commission, such sale, transfer or other disposition is otherwise exempt from registration under the Act. (d) The undersigned understands that Rule 145 permits offers, sales and transfers only in limited amounts and in limited circumstances, many of which will be outside of the undersigned’s control. The undersigned understands that Amgen is under no obligation to register the sale, transfer or other disposition of Amgen Common Stock by the undersigned or on the undersigned’s behalf under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available. (e) In the event of a sale, transfer or other disposition of Amgen Common Stock pursuant to Rule 145, the undersigned will supply Amgen with a letter in the form of Exhibit A hereto evidencing compliance with such Rule and an opinion in form and substance reasonably satisfactory to Amgen from outside counsel reasonably satisfactory to Amgen to the effect that such sale, transfer or other disposition is not result in a violation of the ActAct or the Rules and Regulations. Upon exercise The undersigned understands that Amgen may instruct its transfer agent to withhold the transfer of this Warrantany shares of Amgen Common Stock disposed of by the undersigned, but that upon receipt of such letter the transfer agent shall effectuate the transfer of such shares indicated as sold, transferred or otherwise disposed of in the letter. (f) The undersigned also understands that there will be placed on any certificates for Amgen Common Stock issued to the undersigned, or any substitutions therefor, a legend stating in substance: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED.” (g) The undersigned also understands that unless exercised pursuant to an effective registration statement covering the issuance transfer by the undersigned of the Shares issuable upon exercise hereofundersigned’s Amgen Common Stock has been registered under the Act or is a sale made in conformity with Rule 145, Amgen reserves the holder hereof shall, if requested by right to put the Company, confirm in writing, in a form satisfactory following legend on the certificates issued to the Company, that the Shares so issued are being acquired for investment and not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of the Act, and that the holder has received such information concerning the Company and has had an opportunity to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped or imprinted with a legend in substantially the following formundersigned’s transferee: "“THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. NO SALE THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR DISPOSITION MAY BE EFFECTED WITHOUT FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE PRIOR WRITTEN CONSENT MEANING OF THE COMPANY SECURITIES ACT OF 1933, AS AMENDED, AND WITHOUT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSIONACT OF 1933, AS AMENDED."” (h) It is understood and agreed that the legends set forth in paragraphs (f) and (g) above will be removed by delivery of substitute certificates without such legend if such legend is not required for purposes of the Act or this letter agreement. Without limiting the foregoing, it is understood and agreed that such legends and the stop orders referred to above will be removed if: (i) one year shall have elapsed from the date the undersigned acquired Amgen Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the undersigned; (ii) two years shall have elapsed from the date the undersigned acquired Amgen Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then available to the undersigned; or (iii) Amgen has received either an opinion of outside counsel, which opinion and outside counsel shall be reasonably satisfactory to Amgen, or a “no action” or interpretative letter obtained by the undersigned from the staff of the Commission, to the effect that the restrictions imposed by Rule 145 no longer apply to the undersigned. The obligations of the undersigned hereunder shall attach to and be binding upon any person or entity to whom legal or beneficial ownership of the undersigned’s shares of Amgen Common Stock (and shares of Amgen Common Stock following the Merger) shall pass by operation of law or otherwise. The execution and delivery to you of this letter agreement shall not be deemed an admission that the undersigned is an “affiliate” of Tularik as described in the first paragraph of this letter or as a waiver of any rights the undersigned may have to object to any claim that the undersigned is such an affiliate on or after the date of this letter. Very truly yours, Agreed to and accepted AMGEN INC. By: Name: Title: , 200 Amgen Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxx, Xx 00000-0000 Ladies and Gentlemen: On , the undersigned sold shares of common stock (“Common Stock”) of Amgen Inc., a Delaware corporation (the “Company”), received by it in connection with the merger of Tularik Inc., a Delaware corporation, with Arrow Acquisition, LLC, a limited liability company wholly-owned by the Company. The undersigned represents that the Common Stock has been sold in conformity with Rule 145 and the undersigned has complied with its covenants in the affiliate letter between the Company and the undersigned dated , 2004 Based upon the most recent report or statement filed by the Company with the Securities and Exchange Commission, the shares of Common Stock sold by the undersigned were within the prescribed limitations set forth in paragraph (e) of Rule 144 promulgated under the Securities Act of 1933 (the “Act”). The undersigned hereby represents that the above-described shares of Common Stock were sold in “brokers’ transactions” within the meaning of Section 4(4) of the Act or in transactions directly with a “market maker” as the term is defined in Section (3)(a)(38) of the Securities Exchange Act of 1934. The undersigned further represents that it has not solicited or arranged for the solicitation of orders to buy the above-described shares of Common Stock, and that the undersigned has not made any payment in connection with the offer or sale of such shares to any person other than to the broker who executed the order in respect of such sale. Very truly yours, [Name] Xxxxx X. Xxxxxxx A. Xxxxx Xxxxxxxx, III

COMPLIANCE WITH THE ACT. The holder of this Warrant, by acceptance hereof, agrees that this Warrant In compliance with the Act and the Shares Rules and Regulations thereunder, I represent, warrant and covenant to be issued Parent that in the event I receive any Parent Common Stock as a result of the Merger: A. I shall not make any sale, transfer or other disposition of the Parent Common Stock in violation of the Act or the Rules and Regulations. B. I have carefully read this letter and the Agreement and discussed the requirements of such documents and other applicable limitations upon exercise hereof (unless issued pursuant my ability to an effective registration statement) are being acquired for investment and that such holder will not offersell, sell transfer or otherwise dispose of this Warrant the Parent Common Stock, to the extent I felt necessary, with my counsel or any Shares to be issued upon exercise hereof except under counsel for the circumstances which will not result in a violation of the Act. Upon exercise of this Warrant, unless exercised pursuant to an effective registration statement covering Company. C. I have been advised that the issuance of Parent Common Stock to me pursuant to the Shares issuable upon exercise hereofMerger has been registered with the SEC under the Act on a Registration Statement on Form S-4. However, I have also been advised that, since at the holder hereof shall, if requested by time the Merger was submitted for a vote of the stockholders of the Company, confirm in writing, in a form satisfactory I may be deemed to have been an affiliate of the Company, that Company and the Shares so issued are being acquired for investment and distribution by me of the Parent Common Stock has not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of been registered under the Act, I may not sell, transfer or otherwise dispose of the Parent Common Stock issued to me in the Merger unless such sale, transfer or other disposition (i) has been registered under the Act and all applicable state securities or "blue sky" laws, (ii) is made in conformity with Rule 145 promulgated by the SEC under the Act and all applicable state securities or "blue sky" laws, or (iii) in the opinion of legal counsel reasonably acceptable to Parent, or pursuant to a "no action" letter obtained by the undersigned from the staff of the SEC, is otherwise exempt from registration under the Act and all applicable state securities or "blue sky" laws. D. I understand that Parent is under no obligation to register the sale, transfer or other disposition of the Parent Common Stock received by me or on my behalf as a result of the Merger under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available. E. I also understand that stop transfer instructions will be given to Parent's transfer agents with respect to the Parent Common Stock and that there will be placed on the holder certificates for the Parent Common Stock issued to me, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO A BUSINESS COMBINATION WHICH IS BEING ACCOUNTED FOR AS A POOLING OF INTERESTS, IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED ., 1999 BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT." F. I also understand that unless the transfer by me of my Parent Common Stock has received such information concerning been registered under the Company and has had an opportunity to make inquiry as to Act or is a sale made in conformity with the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant provisions of Rule 145 and all Shares issued upon exercise of this Warrant (unless issued pursuant applicable state securities or "blue sky" laws, Parent reserves the right to an effective registration statement) shall be stamped or imprinted with a legend in substantially put the following formlegend on the certificates issued to my transferee: "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. NO SALE THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR DISPOSITION MAY BE EFFECTED WITHOUT FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE PRIOR WRITTEN CONSENT MEANING OF THE COMPANY SECURITIES ACT OF 1933 AND WITHOUT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND EXCHANGE COMMISSIONALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS. It is understood and agreed that the legends set forth in paragraphs E and F above shall be removed by delivery of substitute certificates without such legend if such legend is not required for purposes of the Act, any applicable state securities or "blue sky" laws or this Agreement. It is understood and agreed that such legends and the stop orders referred to above will be removed if (i) one year shall have elapsed from the date the undersigned acquired the Parent Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the undersigned, (ii) two years shall have elapsed from the date the undersigned acquired the Parent Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then available to the undersigned, or (iii) Parent has received either an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to Parent, or a "no action" letter obtained by the undersigned from the staff of the SEC, to the effect that the restrictions imposed by Rule 145 under the Act and all applicable state securities or "blue sky" laws no longer apply to the undersigned."

COMPLIANCE WITH THE ACT. The holder undersigned represents, warrants and covenants that: (a) The undersigned shall not make any sale, transfer or other disposition of Amgen Common Stock in violation of the Act or the Rules and Regulations. (b) The undersigned has carefully read this Warrantletter and discussed its requirements and other applicable limitations upon the undersigned’s ability to sell, by acceptance hereof, agrees that this Warrant and the Shares to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offer, sell transfer or otherwise dispose of this Warrant Amgen Common Stock, to the extent the undersigned felt necessary, with the undersigned’s counsel or any Shares counsel for Tularik. (c) The undersigned has been advised that the issuance of Amgen Common Stock to the undersigned pursuant to the Agreement will be issued upon exercise hereof except registered with the Commission under the circumstances Act on a Registration Statement on Form S-4. However, the undersigned has also been advised that, because the undersigned may be deemed to have been an affiliate of Tularik at the time the Merger was submitted for a vote of the stockholders of Tularik, and the distribution by the undersigned of Amgen Common Stock has not been registered under the Act, the undersigned may not sell, transfer or otherwise dispose of Amgen Common Stock issued to the undersigned in the Merger unless (i) such sale, transfer or other disposition has been registered under the Act, (ii) such sale, transfer or other disposition is made in conformity with Rule 145, or (iii) in the opinion of outside counsel, which opinion and outside counsel are reasonably acceptable to Amgen, or pursuant to a “no action” or interpretative letter obtained by the undersigned from the staff of the Commission, such sale, transfer or other disposition is otherwise exempt from registration under the Act. (d) The undersigned understands that Rule 145 permits offers, sales and transfers only in limited amounts and in limited circumstances, many of which will be outside of the undersigned’s control. The undersigned understands that Amgen is under no obligation to register the sale, transfer or other disposition of Amgen Common Stock by the undersigned or on the undersigned’s behalf under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available. (e) In the event of a sale, transfer or other disposition of Amgen Common Stock pursuant to Rule 145, the undersigned will supply Amgen with a letter in the form of Exhibit A hereto evidencing compliance with such Rule and an opinion in form and substance reasonably satisfactory to Amgen from outside counsel reasonably satisfactory to Amgen to the effect that such sale, transfer or other disposition is not result in a violation of the ActAct or the Rules and Regulations. Upon exercise The undersigned understands that Amgen may instruct its transfer agent to withhold the transfer of this Warrantany shares of Amgen Common Stock disposed of by the undersigned, but that upon receipt of such letter the transfer agent shall effectuate the transfer of such shares indicated as sold, transferred or otherwise disposed of in the letter. (f) The undersigned also understands that there will be placed on any certificates for Amgen Common Stock issued to the undersigned, or any substitutions therefor, a legend stating in substance: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED.” (g) The undersigned also understands that unless exercised pursuant to an effective registration statement covering the issuance transfer by the undersigned of the Shares issuable upon exercise hereofundersigned’s Amgen Common Stock has been registered under the Act or is a sale made in conformity with Rule 145, Amgen reserves the holder hereof shall, if requested by right to put the Company, confirm in writing, in a form satisfactory following legend on the certificates issued to the Company, that the Shares so issued are being acquired for investment and not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of the Act, and that the holder has received such information concerning the Company and has had an opportunity to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped or imprinted with a legend in substantially the following formundersigned’s transferee: "“THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. NO SALE THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR DISPOSITION MAY BE EFFECTED WITHOUT FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE PRIOR WRITTEN CONSENT MEANING OF THE COMPANY SECURITIES ACT OF 1933, AS AMENDED, AND WITHOUT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSIONACT OF 1933, AS AMENDED."” (h) It is understood and agreed that the legends set forth in paragraphs (f) and (g) above will be removed by delivery of substitute certificates without such legend if such legend is not required for purposes of the Act or this letter agreement. Without limiting the foregoing, it is understood and agreed that such legends and the stop orders referred to above will be removed if: (i) one year shall have elapsed from the date the undersigned acquired Amgen Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the undersigned; (ii) two years shall have elapsed from the date the undersigned acquired Amgen Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then available to the undersigned; or (iii) Amgen has received either an opinion of outside counsel, which opinion and outside counsel shall be reasonably satisfactory to Amgen, or a “no action” or interpretative letter obtained by the undersigned from the staff of the Commission, to the effect that the restrictions imposed by Rule 145 no longer apply to the undersigned. The obligations of the undersigned hereunder shall attach to and be binding upon any person or entity to whom legal or beneficial ownership of the undersigned’s shares of Amgen Common Stock (and shares of Amgen Common Stock following the Merger) shall pass by operation of law or otherwise. The execution and delivery to you of this letter agreement shall not be deemed an admission that the undersigned is an “affiliate” of Tularik as described in the first paragraph of this letter or as a waiver of any rights the undersigned may have to object to any claim that the undersigned is such an affiliate on or after the date of this letter. Very truly yours, Agreed to and accepted AMGEN INC. By: Name: Title: Amgen Inc. Xxx Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxx, Xx 00000-0000 Ladies and Gentlemen: On , the undersigned sold shares of common stock (“Common Stock”) of Amgen Inc., a Delaware corporation (the “Company”), received by it in connection with the merger of Tularik Inc., a Delaware corporation, with Arrow Acquisition, LLC, a limited liability company wholly-owned by the Company. The undersigned represents that the Common Stock has been sold in conformity with Rule 145 and the undersigned has complied with its covenants in the affiliate letter between the Company and the undersigned dated , 2004 Based upon the most recent report or statement filed by the Company with the Securities and Exchange Commission, the shares of Common Stock sold by the undersigned were within the prescribed limitations set forth in paragraph (e) of Rule 144 promulgated under the Securities Act of 1933 (the “Act”). The undersigned hereby represents that the above-described shares of Common Stock were sold in “brokers’ transactions” within the meaning of Section 4(4) of the Act or in transactions directly with a “market maker” as the term is defined in Section (3)(a)(38) of the Securities Exchange Act of 1934. The undersigned further represents that it has not solicited or arranged for the solicitation of orders to buy the above-described shares of Common Stock, and that the undersigned has not made any payment in connection with the offer or sale of such shares to any person other than to the broker who executed the order in respect of such sale. Very truly yours, [Name] Xxxxx X. Xxxxxxx A. Xxxxx Xxxxxxxx, III

COMPLIANCE WITH THE ACT. The holder I represent, warrant and covenant to Acquiror that in the event I receive any Acquiror Common Stock as a result of the Merger: (a) I shall not make any sale, transfer or other disposition of the Acquiror Common Stock in violation of the Act or the Rules and Regulations. (b) I have carefully read this Warrant, by acceptance hereof, agrees that this Warrant letter and the Shares Agreement and discussed the requirements of such documents and other applicable limitations upon my ability to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offersell, sell transfer or otherwise dispose of this Warrant the Acquiror Common Stock to the extent I felt necessary, with my counsel or any Shares to be issued upon exercise hereof except under counsel for the circumstances which will not result in a violation of the Act. Upon exercise of this Warrant, unless exercised pursuant to an effective registration statement covering Company. (c) I have been advised that the issuance of Acquiror Common Stock to me pursuant to the Shares issuable upon exercise hereofMerger will be registered with the Commission under the Act on a Registration Statement on Form S-4. However, I have also been advised that, since at the holder hereof shall, if requested by time the Merger is submitted for a vote of the stockholders of the Company, confirm in writing, in a form satisfactory I may be deemed to have been an affiliate of the Company, that Company and the Shares so issued are being acquired for investment and distribution by me of the Acquiror Common Stock has not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of been registered under the Act, I may not sell, transfer or otherwise dispose of the Acquiror Common Stock issued to me in the Merger unless (i) such sale, transfer or other disposition as been registered under the Act, (ii) such sale, transfer or disposition is made in conformity with Rule 145 promulgated by the Commission under the Act, or (iii) in the opinion of counsel reasonably undersigned acquired the Acquiror Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the undersigned,. (ii) two years shall have elapsed from the date the undersigned acquired Acquiror Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then available to the undersigned, or (iii) Acquiror has received either a broker's letter with respect to the sale of the shares represented by such certificate(s) stating that each of the requirements of Rule 145(d)(1) has been met, or a "no action" letter obtained by the undersigned from the staff of the Commission, to the effect that the holder has received such information concerning restrictions imposed by Rule 145 under the Company and has had an opportunity to make inquiry as Act no longer apply to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped or imprinted with a legend in substantially the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY AND WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSIONundersigned."

COMPLIANCE WITH THE ACT. The holder I represent, warrant and covenant to Pfizer that in the event I receive any Pfizer Common Stock as a result of the Merger: A. I shall not make any sale, transfer or other disposition of the Pfizer Common Stock in violation of the Act or the Rules and Regulations. B. I have carefully read this Warrant, by acceptance hereof, agrees that this Warrant letter and the Shares Agreement and discussed the requirements of such documents and other applicable limitations upon my ability to be issued upon exercise hereof (unless issued pursuant to an effective registration statement) are being acquired for investment and that such holder will not offersell, sell transfer or otherwise dispose of this Warrant the Pfizer Common Stock to the extent I felt necessary, with my counsel or any Shares counsel for Xxxxxx-Xxxxxxx. C. I have been advised that the issuance of Pfizer Common Stock to me pursuant to the Merger will be issued upon exercise hereof except registered with the Commission under the circumstances which will Act on a Registration Statement of Form S-4. However, I have also been advised that, since at the time the Merger is submitted for a vote of the stockholders of Xxxxxx-Xxxxxxx, I may be deemed to have been an affiliate of Xxxxxx-Xxxxxxx and the distribution by me of the Pfizer Common Stock has not result been registered under the Act, I may not sell, transfer or otherwise dispose of the Pfizer Common Stock issued to me in the Merger unless (i) such sale, transfer or other disposition has been registered under the Act, (ii) such sale, transfer or disposition is made in conformity with Rule 145 promulgated by the Commission under the Act, or (iii) in the opinion of counsel reasonably acceptable to Pfizer, or pursuant to a violation "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or other disposition is otherwise exempt from registration under the Act. Upon exercise of this WarrantD. I understand that Pfizer is under no obligation to register the sale, unless exercised pursuant to an effective registration statement covering the issuance transfer or disposition of the Shares issuable upon exercise hereofPfizer Common Stock by me or on my behalf under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available; provided, however, that Pfizer shall meet the holder hereof shall, if requested by requirements of paragraph (c) of Rule 144 promulgated under the Company, confirm in writing, in a form satisfactory Act. E. I also understand that stop transfer instructions will be given to the Company, that Pfizer transfer agent with respect to the Shares so issued are being acquired for investment and not with a view toward distribution or resale, that the holder is an "accredited investor", as that term is defined in Section 2(15) of the Act, Pfizer Common Stock and that there will be placed on the holder has received such information concerning Certificates for the Company and has had an opportunity Pfizer Common Stock issued to make inquiry as to the Company so as to allow the holder to make an informed investment decision to exercise this Warrant. This Warrant and all Shares issued upon exercise of this Warrant (unless issued pursuant to an effective registration statement) shall be stamped me, or imprinted with any substitutions therefor, a legend stating in substantially substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED FEBRUARY ____, 2000 BETWEEN THE REGISTERED HOLDER HEREOF AND PFIZER INC., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF PFIZER INC." F. I also understand that unless the transfer by me of my Pfizer Common Stock has been registered under the Act or is a sale made in conformity with the provisions of Rule 145, Pfizer reserves the right to put the following formlegend on the certificates issued to my transferee: "THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. NO SALE THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR DISPOSITION MAY BE EFFECTED WITHOUT FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE PRIOR WRITTEN CONSENT MEANING OF THE COMPANY SECURITIES ACT OF 1933 AND WITHOUT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSIONACT OF 1933." It is understood and agreed that the legends set forth in paragraphs E and F above shall be removed by delivery of substitute certificates without such legend if such legend is not required for purposes of the Act or this Agreement. It is understood and agreed that such legends and the stop orders referred to above will be removed if (i) one year shall have elapsed from the date the undersigned acquired the Pfizer Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the undersigned, (ii) two years shall have elapsed from the date the undersigned acquired Pfizer Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then available to the undersigned, or (iii) Pfizer has received either an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to Pfizer, or a "no action" letter obtained by the undersigned from the staff of the Commission, to the effect that the restrictions imposed by Rule 145 under the Act no longer apply to the undersigned. 2.