Registration Rights Agreement Dated As of February 17, 2006 between Amgen Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. IncorporatedRegistration Rights Agreement • February 21st, 2006 • Amgen Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledFebruary 21st, 2006 Company Industry JurisdictionThis Registration Rights Agreement (the “Agreement”) is made and entered into this 17th day of February, 2006, among Amgen Inc., a Delaware corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”), acting on behalf of the several parties named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
Purchase Agreement Dated February 14, 2006 between Amgen Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated and the Initial Purchasers named in Schedule A hereofPurchase Agreement • February 21st, 2006 • Amgen Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledFebruary 21st, 2006 Company Industry JurisdictionAmgen Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule A hereto (the “Initial Purchasers”) $2,500,000,000 principal amount of its 0.125% Convertible Senior Notes due 2011 (the “2011 Notes”) to be issued pursuant to the provisions of an Indenture, to be dated as of February 17, 2006 (the “2011 Notes Indenture”), between the Company and JPMorgan Chase Bank, N.A., as Trustee (the “Trustee”), and $2,500,000,000 principal amount of its 0.375% Convertible Senior Notes due 2013 (the “2013 Notes” and, together with the 2011 Notes, the “Securities”) to be issued pursuant to the provisions of an Indenture, to be dated as of February 17, 2006 (the “2013 Notes Indenture,” and together with the 2011 Notes Indenture, the “Indentures”), between the Company and the Trustee. The Securities are convertible, subject to certain conditions as described in the Final Memorandum (as defined below), prior to maturity, into shares of common sto