0001193125-06-035886 Sample Contracts

Registration Rights Agreement Dated As of February 17, 2006 between Amgen Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated

Registration Rights Agreement • February 21st, 2006 • Amgen Inc • Biological products, (no disgnostic substances) • New York

• Contract Type
  Registration Rights Agreement
• Filed
  February 21st, 2006
• Company
  Amgen Inc
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  New York

This 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 hereof

Purchase Agreement • February 21st, 2006 • Amgen Inc • Biological products, (no disgnostic substances) • New York

• Contract Type
  Purchase Agreement
• Filed
  February 21st, 2006
• Company
  Amgen Inc
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  New York

Amgen 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