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Entry into a Material Definitive

On February 25, 2016, Amgen Inc. (the Company) issued and sold 1,250,000,000 of its 1.250% Senior Notes due 2022 (the 2022 Notes) and 750,000,000 of its 2.000% Senior Notes due 2026 (the 2026 Notes and, together with the 2022 Notes, the Notes). The Notes are registered under an effective Registration Statement on Form S-3 (Registration No. 333-194103) (the Registration Statement), filed on February 24, 2014, and were issued pursuant to an indenture, dated as of May 22, 2014 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and an officers certificate, dated as of February 25, 2016 (the Officers Certificate), setting forth the terms of the Notes. Net proceeds to the Company from the offering were approximately 1,987,529,554, after d educting underwriters discounts and estimated offering expenses payable by the Company.

The relevant terms of the Notes are set forth in the Indenture, included as Exhibit 4.1 of the Companys Current Report on Form8-K, filed on May 22, 2014, and incorporated herein by reference, and the Officers Certificate (including forms of the Notes) attached hereto as Exhibit 4.2 and incorporated herein by reference.

The 2022 Notes will bear interest at a rate of 1.250% per annum, and the 2026 Notes will bear interest at a rate of 2.000% per annum, which, in each case, shall be payable annually in arrears on February 25 of each year, beginning on February 25, 2017. The 2022 Notes and the 2026 Notes will mature on February 25, 2022 and February 25, 2026, respectively.

In the event of a change in control triggering event, as defined in the Officers...