AMGN 10-Q Quarterly Report March 31, 2024 | Alphaminr
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AMGN 10-Q Quarter ended March 31, 2024

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AMGEN INC
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TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits

Exhibits

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.(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 September 30, 2021 on November 3, 2021 and incorporated herein by reference.) 2.2 Agreement and Plan of Merger, dated as of August 3, 2022, among ChemoCentryx, Inc., Amgen Inc. and Carnation Merger Sub, Inc.(Filed as an exhibit to Form 8-K on August 4, 2022 and incorporated herein by reference.) 2.3 Transaction Agreement, dated as of December 11, 2022, by and among Amgen Inc., Pillartree Limited and Horizon Therapeutics plc.(Filed as an exhibit to Form 8-K on December 12, 2022 and incorporated herein by reference.) 2.4 Appendix 3 to the Rule 2.7 Announcement, dated as of December 12, 2022 (Conditions Appendix).(Filed as an exhibit to Form 8-K on December 12, 2022 and incorporated herein by reference.) 3.1 Restated Certificate of Incorporation of Amgen Inc.(As Restated March 6, 2013.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2013 on May 3, 2013 and incorporated herein by reference.) 3.2 Amended and Restated Bylaws of Amgen Inc.(As Amended and Restated February 15, 2016.) (Filed as an exhibit to Form 8-K on February 17, 2016 and incorporated herein by reference.) 4.3 Agreement of Resignation, Appointment and Acceptance dated February 15, 2008.(Filed as an exhibit to Form 10-K for the year ended December 31, 2007 on February 28, 2008 and incorporated herein by reference.) 4.7 Indenture, dated August 4, 2003.(Filed as an exhibit to Form S-3 Registration Statement on August 4, 2003 and incorporated herein by reference.) 4.9 Officers Certificate of Amgen Inc., dated May 30, 2007, including form of the Companys 6.375% Senior Notes due 2037.(Filed as an exhibit to Form 8-K on May 30, 2007 and incorporated herein by reference.) 4.10 Officers Certificate of Amgen Inc., dated May 23, 2008, including form of the Companys 6.90% Senior Notes due 2038.(Filed as exhibit to Form 8-K on May 23, 2008 and incorporated herein by reference.) 4.11 Officers Certificate of Amgen Inc., dated January 16, 2009, including form of the Companys 6.40% Senior Notes due 2039.(Filed as exhibit to Form 8-K on January 16, 2009 and incorporated herein by reference.) 4.12 Officers Certificate of Amgen Inc., dated March 12, 2010, including form of the Companys 5.75% Senior Notes due 2040.(Filed as exhibit to Form 8-K on March 12, 2010 and incorporated herein by reference.) 4.13 Officers Certificate of Amgen Inc., dated September 16, 2010, including form of the Companys 4.95% Senior Notes due 2041.(Filed as an exhibit to Form 8-K on September 17, 2010 and incorporated herein by reference.) 4.14 Officers Certificate of Amgen Inc., dated June 30, 2011, including form of the Companys 5.65% Senior Notes due 2042.(Filed as an exhibit to Form 8-K on June 30, 2011 and incorporated herein by reference.) 4.15 Officers Certificate of Amgen Inc., dated November 10, 2011, including form of the Companys 5.15% Senior Notes due 2041.(Filed as an exhibit to Form 8-K on November 10, 2011 and incorporated herein by reference.) 4.16 Officers Certificate of Amgen Inc., dated December 5, 2011, including form of the Companys 5.50% Senior Notes due 2026.(Filed as an exhibit to Form 8-K on December 5, 2011 and incorporated herein by reference.) 4.17 Officers Certificate of Amgen Inc., dated May 15, 2012, including form of the Companys 5.375% Senior Notes due 2043.(Filed as an exhibit to Form 8-K on May 15, 2012 and incorporated herein by reference.) 4.18 Officers Certificate of Amgen Inc., dated September 13, 2012, including form of the Companys 4.000% Senior Notes due 2029.(Filed as an exhibit to Form 8-K on September 13, 2012 and incorporated herein by reference.) 4.19 Indenture, dated May 22, 2014, between Amgen Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee.(Filed as an exhibit to Form 8-K on May 22, 2014 and incorporated herein by reference.) 4.20 Officers Certificate of Amgen Inc., dated May 22, 2014, including form of the Companys 3.625% Senior Notes due 2024.(Filed as an exhibit to Form 8-K on May 22, 2014 and incorporated herein by reference.) 4.21 Officers Certificate of Amgen Inc., dated May 1, 2015, including forms of the Companys 3.125% Senior Notes due 2025 and 4.400% Senior Notes due 2045.(Filed as an exhibit on Form 8-K on May 1, 2015 and incorporated herein by reference.) 4.22 Officers Certificate of Amgen Inc., dated as of February 25, 2016, including form of the Companys 2.000% Senior Notes due 2026.(Filed as an exhibit on Form 8-K on February 26, 2016 and incorporated herein by reference.) 4.23 Officers Certificate of Amgen Inc., dated as of June 14, 2016, including forms of the Companys 4.563% Senior Notes due 2048 and 4.663% Senior Notes due 2051.(Filed as an exhibit to Form 8-K on June 14, 2016 and incorporated herein by reference.) 4.24 Officers Certificate of Amgen Inc., dated as of August 19, 2016, including forms of the Companys 2.600% Senior Notes due 2026.(Filed as an exhibit to Form 8-K on August 19, 2016 and incorporated herein by reference.) 4.25 Officers Certificate of Amgen Inc., dated as of November 2, 2017, including in the form of the Companys 3.200% Senior Notes due 2027.(Filed as an exhibit to Form 8-K on November 2, 2017 and incorporated herein by reference.) 4.26 Officers Certificate of Amgen Inc., dated as of February 21, 2020, including forms of the Companys 1.900% Senior Notes due 2025, 2.200% Senior Notes due 2027, 2.450% Senior Notes due 2030, 3.150% Senior Notes due 2040 and 3.375% Senior Notes due 2050.(Filed as an exhibit to Form 8-K on February 21, 2020 and incorporated herein by reference.) 4.27 Officers Certificate of Amgen Inc., dated as of May 6, 2020, including form of the Companys 2.300% Senior Notes due 2031.(Filed as an exhibit to Form 8-K on May 6, 2020 and incorporated herein by reference.) 4.28 Officers Certificate of Amgen Inc., dated as of August 17, 2020, including forms of the Companys 2.770% Senior Notes due 2053.(Filed as an exhibit to Form 8-K on August 18, 2020 and incorporated herein by reference.) 4.29 Officers Certificate of Amgen Inc., dated as of August 9, 2021, including forms of the Companys 1.650% Senior Notes due 2028, 2.000% Senior Notes due 2032, 2.800% Senior Notes due 2041 and 3.000% Senior Notes due 2052.(Filed as an exhibit to Form 8-K on August 9, 2021 and incorporated herein by reference.) 4.30 Officers Certificate of Amgen Inc., dated as of February 22, 2022, including forms of the Companys 3.000% Senior Notes due 2029, 3.350% Senior Notes due 2032, 4.200% Senior Notes due 2052 and 4.400% Senior Notes due 2062.(Filed as an exhibit to Form 8-K on February 22, 2022 and incorporated herein by reference.) 4.31 Officers Certificate of Amgen Inc., dated as of August 18, 2022, including forms of the Companys 4.050% Senior Notes due 2029, 4.200% Senior Notes due 2033 and 4.875% Senior Notes due 2053.(Filed as an exhibit to Form 8-K on August 18, 2022 and incorporated herein by reference.) 4.32 Officers Certificate of the Company, dated as of March 2, 2023, including forms of the Companys 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.) 10.1.1+ First Amendment to Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, effective March 4,2015.(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2015 on April 27, 2015 and incorporated herein by reference.) 10.1.2+ Second Amendment to Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, effective March 2, 2016.(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2016 on May 2, 2016 and incorporated herein by reference.) 10.2+ Form of Grant of Stock Option Agreement for the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan.(As Amended and Restated on December 11, 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.) 10.3+ Form of Restricted Stock Unit Agreementfor the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan.(As Amended and Restated on December 11, 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.) 10.4+ Amgen Inc. 2009 Performance Award Program. (As Amended on December 12, 2017.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2017 on February 13, 2018 and incorporated herein by reference.) 10.5+ Form of Performance Unit Agreementfor the Amgen Inc. 2009 Performance Award Program.(As Amended and Reinstated on December 11, 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.) 10.6+ Amgen Inc. 2009 Director Equity Incentive Program. (As Amended and Restated on October 24, 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.) 10.7+ Form of Restricted Stock Unit Agreement for the Amgen Inc. 2009 Director Equity Incentive Program. (As Amended on December 11, 2019.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.) 10.8+ Form of Cash-Settled Restricted Stock Unit Agreement for the Amgen 2009 Director Equity Incentive Program. (As Amended on December 11, 2019.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.) 10.9+ Amgen Inc. Supplemental Retirement Plan. (As Amended and Restated effective October 16, 2013.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2013 on February 24, 2014 and incorporated herein by reference.) 10.9.1+ First Amendment to the Amgen Inc. Supplemental Retirement Plan, effective October 14, 2016.(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2016 on October 28, 2016 and incorporated herein by reference.) 10.9.2+ Second Amendment to the Amgen Inc. Supplemental Retirement Plan, effective October 23, 2019.(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.) 10.9.3+ Third Amendment to the Amgen Inc. Supplemental Retirement Plan, effective October 20, 2021.(Filed as an exhibit to Form 10-K for the year ended December 31, 2021 on February 16, 2022 and incorporated herein by reference.) 10.9.4+ Fourth Amendment to the Amgen Inc. Supplemental Retirement Plan, effective October 20, 2022.(Filed as an exhibit to Form 10-K for the year ended December 31, 2022 on February 9, 2023 and incorporated herein by reference.) 10.9.5+ 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. (As Amended and Restated effective December 9, 2010 and subsequently amended effective March 2, 2011.)(Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2011 on May 10, 2011 and incorporated herein by reference.) 10.11+ Amgen Inc. Executive Incentive Plan.(As Amended and Restated effective January 1, 2022.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2022 on April 28, 2022 and incorporated herein by reference.) 10.12+ Amgen Nonqualified Deferred Compensation Plan. (As Amended and Restated effective October 16, 2013.)(Filed as an exhibit to Form 10-K for the year ended December 31, 2013 on February 24, 2014 and incorporated herein by reference.) 10.12.1+ First Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective October 14, 2016.(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2016 on October 28, 2016 and incorporated herein by reference.) 10.12.2+ Second Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective January 1, 2020.(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.) 10.12.3+ Third Amendment to the Amgen Nonqualified Deferred Compensation Plan, effective January 1, 2022.(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. and Robert A. Bradway.(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. as documentation agents, and the other banks party thereto.(Filed as an exhibit to Form 8-K on December 22, 2022 and incorporated herein by reference.) 10.16 Third Amended and Restated Credit Agreement, dated as of March 9, 2023, among Amgen Inc., the Banks therein named, Citibank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent.(Filed as an exhibit to Form 8-K on March 9, 2023 and incorporated herein by reference.) 10.17 Collaboration and License Agreement between Amgen Inc. 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 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 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. and UCB Celltech (portions of the exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed).(Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2019 on July 31, 2019 and incorporated herein by reference.) 10.19 Collaboration Agreement, dated October 31, 2019, by and between Amgen Inc. and BeiGene Switzerland GmbH, a wholly-owned subsidiary of BeiGene, Ltd.(portions of the exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed).(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.) 10.19.1 First Amendment to Collaboration Agreement, dated April 20, 2022, by and between Amgen Inc. and BeiGene Switzerland GmbH, and BeiGene, Ltd.(portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2022 on August 5, 2022 and incorporated herein by reference.) 10.19.2 Second Amendment to Collaboration Agreement, entered into as of February 26, 2023, by and between Amgen Inc. and BeiGene Switzerland GmbH, and BeiGene, Ltd.(portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.) (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 2023 on April 28, 2023 and incorporated herein by reference.) 10.20 Guarantee, dated as of October 31, 2019, made by and among BeiGene, Ltd. and Amgen Inc.(Filed as an exhibit to Form 10-K for the year ended December 31, 2019 on February 12, 2020 and incorporated herein by reference.) 10.21 Share Purchase Agreement, dated October 31, 2019, by and between Amgen Inc. and BeiGene, Ltd.(portions of the exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed). (Filed as an exhibit to Schedule 13D on January 8, 2020 and incorporated herein by reference.) 10.21.1 Amendment No. 1 to Share Purchase Agreement, dated December 6, 2019, by and among BeiGene, Ltd. and Amgen Inc.(Filed as an exhibit to Schedule 13D on January 8, 2020 and incorporated herein by reference.) 10.21.2 Restated Amendment No. 2 to Share Purchase Agreement, dated September 24, 2020, by and among BeiGene, Ltd. and Amgen Inc.(Filed as an exhibit to Form 10-Q for the quarter ended September 30, 2020 on October 29, 2020 and incorporated herein by reference.) 10.21.3 Amendment No. 3 to Share Purchase Agreement, dated January 30, 2023, by and among BeiGene, Ltd. and Amgen Inc.(Filed as an exhibit to Form 8-K on January 31, 2023 and incorporated herein by reference.) 10.22 Collaboration Agreement dated March 30, 2012 by and between Amgen Inc. and AstraZeneca Collaboration Ventures, LLC, a wholly owned subsidiary of AstraZeneca Pharmaceuticals LP(portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2022 on August 5, 2022 and incorporated herein by reference.) 10.22.1 Amendment No. 1 to the Collaboration Agreement, dated October 1, 2014, by and among Amgen Inc., AstraZeneca Collaboration Ventures, LLC and AstraZeneca Pharmaceuticals LP(portions of the exhibit have been omitted because they are both (i) not material and (ii) is the type of information that the Company treats as private or confidential.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2022 on August 5, 2022 and incorporated herein by reference.) 10.22.2 Amendment Nos. 2 through 6 to the March 30, 2012 Collaboration Agreement between Amgen Inc. and AstraZeneca Collaboration Ventures, LLC, dated May 2 and 27 and October 2, 2016, January 31, 2018, and May 15, 2020, respectively(portions of the exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.) (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2020 on July 29, 2020 and incorporated herein by reference.) 10.22.3 Amendment No. 7 to the Collaboration Agreement, dated December 17, 2020, 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) would be competitively harmful if publicly disclosed.) (Filed as an exhibit to Form 10-K for the year ended December 31, 2020 on February 9, 2021 and incorporated herein by reference.) 10.22.4 Amendment No. 8 to the Collaboration Agreement, dated November 19, 2021, 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, 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) 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.) 31* Rule 13a-14(a) Certifications. 32** Section 1350 Certifications.