Officers' Certificate of Amgen Inc.



 Exhibit 4.2 
 OFFICERS’ CERTIFICATE 
 OF 
 AMGEN INC. 
 Dated as of January 16, 2009 
 The undersigned officers of the Company certify, pursuant to resolutions duly adopted by the Board of Directors on July 15, 2003 and March 11,
2008, and the unanimous written consent of the Offering Committee of the Board of Directors, dated as of January 13, 2009 (collectively, the “Resolutions”), and in accordance with Sections 2.1, 2.2 and 2.3 of the Indenture,
dated as of August 4, 2003 (the “Indenture”; capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Indenture), between Amgen Inc., a Delaware corporation (the
“Company”), and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), the following matters related to the issuance of the Company’s 5.70% Senior Notes due 2019
(the “2019 Notes”), and 6.40% Senior Notes due 2039 (the “2039 Notes”): 
 1. Attached
hereto as Annex A is a true and correct copy of a specimen note (the “Form of 2019 Note”) representing the 2019 Notes, and attached hereto as Annex B is a true and correct copy of a specimen note (the “Form of 2039
Note”) representing the 2039 Notes. The Form of 2019 Note and Form of 2039 Note are herein collectively referred to as the “Forms of Notes.” The Forms of Notes set forth certain of the terms required to be set forth in this
Certificate pursuant to Section 2.2 of the Indenture, and said terms are incorporated herein by reference. The 2019 Notes and the 2039 Notes are each a separate series of Securities under the Indenture and are referred to herein collectively as
the “Notes.” 
 2. The title of the 2019 Notes shall be the “Senior Notes due 2019,” and the title
of the 2039 Notes shall be the “Senior Notes due 2039.” 
 3. The 2019 Notes shall be issued at the initial offering
price of 99.777% of the principal amount and the 2039 Notes shall be issued at the initial offering price of 99.533% of the principal amount. 
 4. The Company will initially issue $1,000,000,000 aggregate principal amount of 2019 Notes and $1,000,000,000 aggregate principal amount of 2039 Notes (in each case except for Notes authenticated and delivered upon
registration of transfer of, in exchange for, or in lieu of, other Notes pursuant to Sections 2.7, 2.8, 2.11, 3.6 or 9.6 of the Indenture). The Company may issue additional 2019 Notes and/or 2039 Notes from time to time after the date hereof, and
such Notes will be treated as part of the respective series of Notes for all purposes under the Indenture. 







 5. The Notes shall be issued as Global Securities only and will be exchangeable for
certificated notes (“Certificated Notes”) only if: 
 (a) DTC (x) notifies the Company that it is
unwilling or unable to continue as depository for the Global Securities or (y) at any time has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and, in either case, the Company
fails to appoint a successor depository registered as a clearing agency under the Exchange Act within 90 days of notification to the Company or the Company becoming aware of DTC’s ceasing to be so registered, as the case may be; 
 (b) the Company, at its option, notifies the Trustee in writing to the effect that the Company elects to cause the issuance of the
Certificated Notes; or 
 (c) there has occurred and is continuing an Event of Default with respect to the Notes. 

Certificated Notes delivered in exchange for any Global Security or beneficial interests in Global Securities will be registered in the names, and
issued in any approved denominations, requested by or on behalf of the depository (in accordance with its customary procedures). 
 6. The Notes shall be denominated in Dollars and payments of principal and interest shall be made in Dollars. 
 7.
In addition to the provisions set forth in Article IV of the Indenture, the following additional provisions shall apply to the Notes and shall be incorporated into the Indenture with respect to the Notes: 
 Section 4.5 Change of Control Offer. 
 (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes as described in
Section 5 of the Security, the Company will be required to make an offer (the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that
Holder’s Notes on the terms set forth in such Security. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest, if any, on the Notes repurchased to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, a notice will be provided to Holders describing the transaction
that constitutes the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is provided (the
“Change of Control Payment Date”); provided, however, that in no event will the Change of Control Payment Date occur prior to the date 90 days following the First Issue Date. 
  

 2 








 (b) On the Change of Control Payment Date, the Company shall, to the extent lawful:

 (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

 (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of
Notes properly tendered; and 
 (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. 
 (c) Notwithstanding the foregoing, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a Default in the payment of the
Change of Control Payment upon a Change of Control Triggering Event. 
 (d) The Company will comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To
the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached
its obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict. 
 (e) For the
purposes of this Section 4.5 only, the following definitions shall apply: 
 “Beneficial Owner” shall be
determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions, except that a Person will be deemed to have beneficial ownership of all shares that Person has the right to acquire irrespective of whether that
right is exercisable immediately or only after the passage of time. 
 “Change of Control” means the
occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or Group (other than the Company or one of its Subsidiaries) becomes
the Beneficial Owner, directly or indirectly, of more than 50% of the Company’s Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather
than number of shares; provided, however, that a Person shall not be deemed Beneficial Owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any
of such Person’s affiliates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (i) arises solely as a result of a revocable proxy delivered in response
to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and 

  

 3 








 
(ii) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act; (2) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Company’s assets and the assets of the Company’s Subsidiaries, taken as a
whole, to one or more Persons or Groups (other than the Company or one of its Subsidiaries); provided that none of the circumstances in this clause (2) will be a Change of Control if the Persons that beneficially own the Company’s
Voting Stock immediately prior to the transaction own, directly or indirectly, shares with a majority of the total voting power of all outstanding voting securities of the surviving or transferee Person that are entitled to vote generally in the
election of that Person’s board of directors, managers or trustees immediately after the transaction; (3) the Company consolidates with, or merges with or into any Person, or any Person consolidates with, or merges with or into, the
Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than such
transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person or any direct or indirect
parent company of the surviving Person immediately after giving effect to such transaction; (4) the first day on which a majority of the members of the Board of Directors are not Continuing Directors; or (5) the adoption of a plan relating
to the Company’s liquidation or dissolution. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (1) above if (i) the Company becomes a direct or indirect wholly-owned subsidiary
of a holding company and (ii) (A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately
prior to that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying the requirements of this sentence) is the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock
of such holding company. 
 “Change of Control Triggering Event” means the occurrence of both a Change of
Control and a Rating Event. 
 “Fitch” means Fitch, Inc., and its successors. 
 “Group” has the meaning given by Section 13(d) and 14(d) of the Exchange Act or any successor provisions and
includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the
equivalent) by S&P, and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company. 
 “Moody’s” means Moody’s Investors Service, Inc., and its successors. 
 “Person” has the meaning given by Section 13(d) and 14(d) of the Exchange Act or any successor provisions.

  

 4 








 “Rating Agencies” means (1) each of Fitch, Moody’s and
S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as
the case may be. 
 “Rating Event” means the rating on the applicable series of Notes is lowered by at least
two of the three Rating Agencies and the Notes are rated below an Investment Grade Rating by at least two of the three Rating Agencies on any day during the period commencing 60 days prior to the first public notice of the occurrence of a Change of
Control or the Company’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control (which period will be extended so long as the rating of the applicable series of Notes is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies). 
 “S&P” means
Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors. 
 “Voting Stock” as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency. 
 Section 4.6 Limitation on Liens. 
 (a) The Company shall not, nor shall it permit any of its Subsidiaries to, create or incur any Lien on any of their respective Properties, whether now owned or hereafter acquired, or upon any income or profits
therefrom, in order to secure any Indebtedness of the Company, without effectively providing that such series of Notes shall be equally and ratably secured until such time as such Indebtedness is no longer secured by such Lien, except: 

(1) Liens existing as of the First Issue Date; 
 (2) Liens granted after the First Issue Date on any of the Company or any of its Subsidiaries’ Properties securing Indebtedness of
the Company created in favor of the Holders of the Notes; 
 (3) Liens securing Indebtedness of the Company which are incurred
to extend, renew or refinance Indebtedness which is secured by Liens permitted to be incurred under the Indenture; provided that those Liens do not extend to or cover any of the Company or any of its Subsidiaries’ Property other than the
Property securing the Indebtedness being refinanced and that the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness being refinanced; 
  

 5 








 (4) Liens created in substitution of or as replacements for any Liens permitted by the
preceding clauses (1) through (3) directly above, provided that, based on a good faith determination of an Officer of the Company, the Property encumbered under any such substitute or replacement Lien is substantially similar in
nature to the Property encumbered by the otherwise permitted Lien which is being replaced; and 
 (5) Permitted Liens.

 (b) Notwithstanding the foregoing, the Company and any of its Subsidiaries may, without securing any series of Notes,
create or incur Liens which would otherwise be subject to the restrictions set forth in the preceding paragraph, if after giving effect thereto, Exempted Debt does not exceed the greater of (x) 35% of Consolidated Net Worth calculated as of the
date of the creation or incurrence of the Lien or (y) 35% of Consolidated Net Worth calculated as of the First Issue Date. 
 Section 4.7 Limitation on Sale and Lease-Back Transactions. 
 (a) The Company shall not and shall not
permit any of its Subsidiaries to, enter into any sale and lease-back transaction for the sale and leasing back of any Property, whether now owned or hereafter acquired, of the Company or any Subsidiary of the Company, unless: 
 (1) such transaction was entered into prior to the First Issue Date; 
 (2) such transaction was for the sale and leasing back of any Property by a Subsidiary of the Company to the Company; 
 (3) such transaction involves a lease for less than three years; 
 (4) the Company would be entitled to incur Indebtedness secured by a mortgage on the property to be leased in an amount equal to the
Attributable Liens with respect to such sale and lease-back transaction without equally and ratably securing the Notes pursuant to Section 4.6; or 
 (5) the Company applies an amount equal to the fair value of the proceeds of the Property sold to the purchase of Property or to the retirement of long-term Indebtedness of the Company or any of its Subsidiaries
within 120 days of the effective date of any such sale and lease-back transaction. In lieu of applying such amount to such retirement, the Company may, or may cause any of its Subsidiaries to, deliver debt securities to the Trustee therefor for
cancellation, such debt securities to be credited at the cost thereof to the Company. 
 (b) Notwithstanding the foregoing,
the Company and any of its Subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions if after giving effect thereto and at the time of determination, Exempted Debt does not exceed
the greater of (a) 35% of Consolidated Net Worth calculated as of the closing date of the sale-leaseback transaction or (b) 35% of Consolidated Net Worth calculated as of the First Issue Date. 
 8. In addition to the definitions set forth in Article I of the Indenture, each of the Notes shall include the following additional
definitions, which, in the event of a conflict with the definition of terms in the Indenture, shall control: 
 “Attributable Liens” means in connection with a sale and lease-back transaction the lesser of: 
 (1) the fair market value of the assets subject to such transaction; and 
  

 6 








 (2) the present value (discounted at a rate per annum equal to the average interest borne
by all outstanding debt securities issued under the Indenture (which may include debt securities in addition to the Notes) determined on a weighted average basis and compounded semi-annually) of the obligations of the lessee for rental payments
during the term of the related lease. 
 “Business Day” means any day except a Saturday, Sunday or a legal
holiday in the City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 
 “Capital Lease” means any Indebtedness represented by a lease obligation of a Person incurred with respect to real property or equipment acquired or leased by such Person and used in its business that
is required to be recorded as a capital lease in accordance with GAAP. 
 “Consolidated Net Worth” means, as
of any date of determination, the Stockholders’ Equity of the Company and its Consolidated Subsidiaries on that date. 
 “Consolidated Subsidiary” means, as of any date of determination and with respect to any Person, any Subsidiary of that Person whose financial data is, in accordance with GAAP, reflected in that Person’s consolidated
financial statements. 
 “Continuing Director” means, as of any date of determination, any member of the
Board of Directors who: 
 (1) was a member of the Board of Directors on the First Issue Date; or 
 (2) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were
members of the Board of Directors at the time of such nomination or election. 
 “Credit Agreement” means the
Credit Agreement, dated as of November 2, 2007, by and among the Company, Citibank N.A., Citicorp USA, Inc., as administrative agent, Barclays Bank PLC, as syndication agent, and Citigroup Global Markets, Inc. and Barclays Capital, as joint
lead arrangers and joint book runners, as such agreement may be amended (including any amendment, restatement, refinancing and successors thereof), supplemented or otherwise modified from time to time, including any increase in the principal amount
of the obligations thereunder. 
 “Credit Facilities” means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or
refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. 
  

 7 








 “Exempted Debt” means the sum of the following as of the date of
determination: 
 (1) Indebtedness of the Company incurred after the First Issue Date and secured by Liens not permitted by
Section 4.6(a) above; and 
 (2) Attributable Liens of the Company and any of its Subsidiaries in respect of sale and
lease-back transactions entered into after the First Issue Date pursuant to Section 4.7(b) above. 
 “First Issue
Date” means January 16, 2009. 
 “GAAP” means accounting principles generally accepted in the
United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of determination. 
 “Governmental Agency” means: 
 (1) any foreign, federal, state, county or municipal government, or political subdivision thereof; 
 (2) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body;

 (3) any court or administrative tribunal; and 
 (4) with respect to any Person, any arbitration tribunal or other nongovernmental authority to whose jurisdiction that Person has
consented. 
 “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under: 
 (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest
rate cap agreements and interest rate collar agreements; 
 (2) other agreements or arrangements designed to manage
interest rates or interest rate risk; and 
 (3) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange rates or commodity prices. 
  

 8 








 “Indebtedness” of any Person means, without duplication, any
indebtedness, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements with respect thereto) or representing the balance deferred and
unpaid of the purchase price of any Property (including pursuant to Capital Leases), except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing indebtedness would appear as a liability
upon a balance sheet of such Person prepared on a consolidated basis in accordance with GAAP (but does not include contingent liabilities which appear only in a footnote to a balance sheet), and shall also include, to the extent not otherwise
included, the guaranty of items which would be included within this definition. 
 “Laws” means,
collectively, all foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or controlling precedents of any Governmental Agency. 
 “Lien” means any lien, security interest, charge or encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof, and any agreement to give any security interest). 
 “Make-Whole Amount” means the excess of (1) the net present value, on the redemption date, of the principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption)
that would have been payable if such redemption had not been made, over (2) the aggregate principal amount of the 2019 Notes or the 2039 Notes, as applicable, being redeemed or paid. Net present value shall be determined by discounting, on a
semi-annual basis, such principal and interest at the Reinvestment Rate (as determined on the third Business Day preceding the date such notice of redemption is given) from the respective dates on which such principal and interest would have been
payable if such redemption had not been made. 
 “Permitted Liens” means: 
 (1) Liens securing Indebtedness under Credit Facilities; 
 (2) Liens on accounts receivable, merchandise inventory, equipment, and patents, trademarks, trade names and other intangibles,
securing Indebtedness of the Company; 
 (3) Liens on any assets of the Company, any of its Subsidiaries’ assets, or
the assets of any joint venture to which the Company or any of its Subsidiaries is a party, created solely to secure obligations incurred to finance the refurbishment, improvement or construction of such asset, which obligations are incurred no
later than 24 months after completion of such refurbishment, improvement or construction, and all renewals, extensions, refinancings, replacements or refundings of such obligations; 
 (4) (a) Liens given to secure the payment of the purchase price incurred in connection with the acquisition (including acquisition
through merger or consolidation) of Property (including shares of stock), including Capital Lease transactions in connection with any such acquisition, and (b) Liens existing on Property at the time of acquisition thereof or at the time of
acquisition by the Company or one of its Subsidiaries of any Person then owning such Property whether or not such existing Liens were given to secure the payment of the purchase price of the Property to which they attach; provided that, with
respect to clause (a), the Liens shall be given within 24 months after such acquisition and shall attach solely to the Property acquired or purchased and any improvements then or thereafter placed thereon; 
  

 9 








 (5) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods; 
 (6) Liens upon specific items of
inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or
other goods; 
 (7) Liens securing reimbursement obligations with respect to letters of credit that encumber documents
and other Property relating to such letters of credit and the products and proceeds thereof; 
 (8) Liens on key-man life
insurance policies granted to secure Indebtedness of the Company against the cash surrender value thereof; 
 (9) Liens
encumbering customary initial deposits and margin deposits and other Liens in the ordinary course of business, in each case securing Hedging Obligations and forward contract, option, futures contracts, futures options or similar agreements or
arrangements designed to protect the Company or any of its Subsidiaries from fluctuations in interest rates, currencies or the price of commodities; 
 (10) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Company or any of its Subsidiaries in the ordinary course of business;

 (11) pre-existing Liens on assets acquired by the Company or any of its Subsidiaries after the First Issue Date;

 (12) Liens in favor of the Company or in favor of any of its Subsidiaries; 
 (13) inchoate Liens incident to construction or maintenance of real property, or Liens incident to construction or maintenance of
real property, now or hereafter filed of record for sums not yet delinquent or being contested in good faith, if reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefore; 
 (14) statutory Liens arising in the ordinary course of business with respect to obligations which are not delinquent or are being
contested in good faith, if reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefore; 
 (15) Liens consisting of pledges or deposits to secure obligations under workers’ compensation laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable;

  

 10 








 (16) Liens consisting of pledges
or deposits of Property to secure performance in connection with operating leases made in the ordinary course of business to which Company or any of its Subsidiaries is a party as lessee, provided the aggregate value of all such pledges and
deposits in connection with any such lease does not at any time exceed 16 2/3% of the annual fixed rentals payable under such
lease; 
 (17) Liens consisting of deposits of Property to secure statutory obligations of the Company or
statutory obligations of any of its Subsidiaries in the ordinary course of its business; 
 (18) Liens consisting of
deposits of Property to secure (or in lieu of) surety, appeal or customs bonds in proceedings to which the Company or any of its Subsidiaries is a party in the ordinary course of its business, but not in excess of $75,000,000; 
 (19) purchase money Liens or purchase money security interests upon or in any Property acquired or held by Company or any of its
Subsidiaries in the ordinary course of business to secure the purchase price of such Property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such Property; 
 (20) Liens on an asset created in connection with the acquisition, construction or development of additions, extensions or improvements to
such asset which shall be financed by obligations described in Sections 142, 144(a) or 144(c) of the Internal Revenue Code of 1986, as amended, or by obligations entitled to substantially similar tax benefits under other legislation or regulations
in effect from time to time; and 
 (21) Liens on Property subject to escrow or similar arrangements established in
connection with litigation settlements. 
 “Property” means any property or asset, whether real, personal or
mixed, or tangible or intangible. 
 “Reinvestment Rate” means for the 2019 Notes, 0.50%, and for the 2039
Notes, 0.50%, in each case plus the arithmetic mean of the yields under the respective heading “Week Ending” published in the most recent Statistical Release under the caption “Treasury Constant Maturities” for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity, as of the payment date of the principal being redeemed or paid. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely
corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to
the nearest month. For the purpose of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. 
 “Statistical Release” means the statistical release designated “H.15(519)” or any successor publication which
is published weekly by the Federal Reserve System and which establishes yields on actively traded United States government securities adjusted to constant maturities, or, if such Statistical Release is not published at the time of any determination
under the Indenture, then such other reasonably comparable index which shall be designated by the Company. 
  

 11 








 “Stockholders’ Equity” means, as of any date of determination,
stockholders’ equity as of that date determined in accordance with GAAP; provided that there shall be excluded from Stockholders’ Equity any amount attributable to capital stock that is, directly or indirectly, required to be
redeemed or repurchased by the issuer thereof at a specified date or upon the occurrence of specified events or at the election of the holder thereof. 
 9. The Depository for the Notes shall be The Depository Trust Company (“DTC”). 
 10. Each of the undersigned is authorized to approve the form, terms and conditions of the Notes. 
 11. Each of the
undersigned has read the provisions of the Indenture, including the covenants and conditions precedent, pertaining to the issuance of the Notes. 
 12. In connection with this Certificate, each of the undersigned has examined the documents, corporate records and certificates and has made such inquiries of the other officers of the Company, which he has deemed
necessary to enable him to express an informed opinion as to whether or not such comments and conditions have been complied with. 
 13. In the opinion of each of the undersigned, all of the conditions and covenants related to the issuance of the Notes have been complied with. 
  

 12 








 IN WITNESS WHEREOF, the undersigned have executed this Officers’ Certificate as of the date
first set forth above. 
  

					
	By: 	 	/S/ PAMELA M.G. WAPNICK
		 	Name:	 	Pamela M.G. Wapnick
		 	Title:	 	Vice President, Finance and Treasurer
		
	By: 	 	/S/ ROBERT A. BRADWAY
		 	Name:	 	Robert A. Bradway
		 	Title:	 	 Executive Vice President and
 Chief Financial Officer




 Signature Page to Officers’ Certificate for the Notes 







 Annex A 
 Form of 2019 Note 







 [Face of Note] 
 CUSIP 031162 AZ3 
 5.70% Senior Notes due 2019 
  

			
	No.             	  	$                    

 AMGEN INC. 
 promises to pay to CEDE & CO. or registered assigns, 
 the principal sum of
                     on February 1, 2019. 
 Interest Payment Dates: February 1 and August 1 
 Record Dates: 15th day prior to February 1 and August 1 
 Dated:
                     
  

			
	AMGEN INC.
		
	By: 	 	 
		 	Name:
		 	Title:
		
	By: 	 	 
		 	Name:
		 	Title:


 This is one of the Notes referred to 
 in the within-mentioned Indenture: 
  

			
	 The Bank of New York Mellon,
     as Trustee

		
	By: 	 	 
		 	Authorized Officer








 [REVERSE SIDE OF NOTE] 
 5.70% SENIOR NOTES DUE 2019 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
  

	 	(1)	INTEREST. Amgen Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 5.70% per annum from
January 16, 2009 until maturity. The Company will pay interest semi-annually in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be
August 1, 2009; provided further that after August 1, 2009, if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. 

  

	 	(2)	 METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of
business on the day that is 15 days prior to the next succeeding Interest Payment Date (whether or not such day is a Business Day), even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal and interest at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, the City and
State of New York (or, if the Company fails to maintain such office or agency, at the corporate trust office of the trustee in New York, 











	 	 
New York or if the trustee does not maintain an office in New York, at the office of a paying agent in New York), or, at the option of the Company, payment
of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest on all
Global Securities and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in the currency of the United States of America. 


  

	 	(3)	PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

  

	 	(4)	INDENTURE. The terms of the Notes include those stated in the Indenture dated August 4, 2003 between the Company and the Trustee (the “Indenture”), and those
made part of the Indenture by the Officers’ Certificate dated January 16, 2009 delivered pursuant thereto (the “Officers’ Certificate”) and the TIA. The Notes are subject to all such terms, and the Holders are
referred to the Indenture and the TIA for a statement of them. 

  

	 	(5)	OPTIONAL REDEMPTION. At any time prior to maturity, the Company will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice,
at a redemption price equal to the sum of (1) 100% of the principal amount of any Notes being redeemed plus accrued and unpaid interest to, but not including, the redemption date, and (2) the Make-Whole Amount. Unless the Company defaults
in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 

  

	 	(6)	NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its
registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in
denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. 

  

	 	(7)	MANDATORY REDEMPTION. Except as provided in Section 8 below, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


  

	 	(8)	CHANGE OF CONTROL TRIGGERING EVENT. In the event of a Change of Control Triggering Event, the Holders may require the Company to purchase for cash all or a portion of their Notes at
a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 7 of the Officers’ Certificate. 

  

	 	(9)	DEFEASANCE PRIOR TO MATURITY. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain conditions set forth therein. 









	 	(10)	RESTRICTIVE COVENANTS. The Indenture and the Officers’ Certificate impose certain limitations on the Company and its Subsidiaries, including limitations on the Company’s
and its Subsidiaries’ ability to create or incur certain Liens on any of their respective properties or assets and to enter into certain sale and lease-back transactions and on the Company’s ability to engage in mergers or consolidations
or the conveyance, transfer or lease of all or substantially all of its properties and assets. These limitations are subject to a number of important qualifications and exceptions and reference is made to the Indenture and the Officers’
Certificate for a description thereof. 

  

	 	(11)	DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.
Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.


  

	 	(12)	PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 

  

	 	(13)	AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes voting as a single class, and any existing Default or Event or Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to
comply with Article V of the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to make any change that would not adversely affect the rights under the Indenture of any such Holder, to provide for the
issuance of any additional notes as permitted by the Indenture, to appoint a successor trustee with respect to the notes and to add to or change any of the provisions of the Indenture necessary to provide for the administration of the trusts in the
Indenture by more than one trustee, or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA. No amendment to cure any ambiguity, defect or inconsistency in the Indenture made
solely to conform the Indenture to the description of notes contained in the Prospectus Supplement related to the Notes, dated January 13, 2009 will be deemed to adversely affect the interests of the Holders of the Notes.


  

	 	(14)	DEFAULTS AND REMEDIES. If an Event of Default shall occur and be continuing, the principal of the Notes may be declared (or, in certain cases, shall ipso facto become) due and
payable in the manner and with the effect provided in the Indenture. 

  

	 	(15)	TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in its individual or any other capacity, may deal with the Company or an Affiliate of the Company with the same
rights it would have if it were not Trustee. 









	 	(16)	NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder of the Company shall not have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of
the Notes. 

  

	 	(17)	AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 

  

	 	(18)	ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

  

	 	(19)	CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance
may be placed only on the other identification numbers placed thereon. 

  

	 	(20)	GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

 The Company will
furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Officers’ Certificate. 
 Requests
may be made to: 
 Amgen Inc. 
 One Amgen Center Drive 
 Thousand Oaks, CA 91320-1799 
 Attention: Investor Relations 







 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
 (I) or (we) assign and transfer this Note to:
                                        
                             
                                         
    (Insert assignee’s legal name) 
  
  
 (Insert assignee’s soc. sec. or tax I.D. no.) 
  
  
  
  
  
  
  
  
 (Print or type assignee’s name, address and
zip code) 
 and irrevocably appoint                                  
                                         
                                         
                                         
                                         
               
 to transfer this Note on the books of the Company. The agent may
substitute another to act for him. 
 Date:
                                 
  

			
	Your Signature: 	 	 
		 	(Sign exactly as your name appears on the face of this Note)


  

			
	Signature Guarantee*:	 	 

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 








 Annex B 
 Form of 2039 Note 







 [Face of Note] 
 CUSIP 031162 BA7 
 6.40% Senior Notes due 2039 
  

			
	No.             	  	$                    

 AMGEN INC. 
 promises to pay to CEDE & CO. or registered assigns, 
 the principal sum of
                     on February 1, 2039. 
 Interest Payment Dates: February 1 and August 1 
 Record Dates: 15th day prior to February 1 and August 1 
 Dated:
                     
  

			
	AMGEN INC.
		
	By: 	 	 
		 	Name:
		 	Title:
		
	By: 	 	 
		 	Name:
		 	Title:


 This is one of the Notes referred to 
 in the within-mentioned Indenture: 
  

			
	 The Bank of New York Mellon,
     as Trustee

		
	By: 	 	 
		 	Authorized Officer








 [REVERSE SIDE OF NOTE] 
 6.40% SENIOR NOTES DUE 2039 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
  

	 	(1)	INTEREST. Amgen Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 6.40% per annum from
January 16, 2009 until maturity. The Company will pay interest semi-annually in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be
August 1, 2009; provided further that after August 1, 2009, if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. 

  

	 	(2)	 METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of
business on the day that is 15 days prior to the next succeeding Interest Payment Date (whether or not such day is a Business Day), even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal and interest at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, the City and
State of New York (or, if the Company fails to maintain such office or agency, at the corporate trust office of the trustee in New York, 











	 	 
New York or if the trustee does not maintain an office in New York, at the office of a paying agent in New York), or, at the option of the Company, payment
of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest on all
Global Securities and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in the currency of the United States of America. 


  

	 	(3)	PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

  

	 	(4)	INDENTURE. The terms of the Notes include those stated in the Indenture dated August 4, 2003 between the Company and the Trustee (the “Indenture”), and those
made part of the Indenture by the Officers’ Certificate dated January 16, 2009 delivered pursuant thereto (the “Officers’ Certificate”) and the TIA. The Notes are subject to all such terms, and the Holders are
referred to the Indenture and the TIA for a statement of them. 

  

	 	(5)	OPTIONAL REDEMPTION. At any time prior to maturity, the Company will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice,
at a redemption price equal to the sum of (1) 100% of the principal amount of any Notes being redeemed plus accrued and unpaid interest to, but not including, the redemption date, and (2) the Make-Whole Amount. Unless the Company defaults
in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 

  

	 	(6)	NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its
registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in
denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. 

  

	 	(7)	MANDATORY REDEMPTION. Except as provided in Section 8 below, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


  

	 	(8)	CHANGE OF CONTROL TRIGGERING EVENT. In the event of a Change of Control Triggering Event, the Holders may require the Company to purchase for cash all or a portion of their Notes at
a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, pursuant to the provisions of Section 7 of the Officers’ Certificate. 

  

	 	(9)	DEFEASANCE PRIOR TO MATURITY. The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain conditions set forth therein. 









	 	(10)	RESTRICTIVE COVENANTS. The Indenture and the Officers’ Certificate impose certain limitations on the Company and its Subsidiaries, including limitations on the Company’s
and its Subsidiaries’ ability to create or incur certain Liens on any of their respective properties or assets and to enter into certain sale and lease-back transactions and on the Company’s ability to engage in mergers or consolidations
or the conveyance, transfer or lease of all or substantially all of its properties and assets. These limitations are subject to a number of important qualifications and exceptions and reference is made to the Indenture and the Officers’
Certificate for a description thereof. 

  

	 	(11)	DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.
Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.


  

	 	(12)	PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 

  

	 	(13)	AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes voting as a single class, and any existing Default or Event or Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to
comply with Article V of the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to make any change that would not adversely affect the rights under the Indenture of any such Holder, to provide for the
issuance of any additional notes as permitted by the Indenture, to appoint a successor trustee with respect to the notes and to add to or change any of the provisions of the Indenture necessary to provide for the administration of the trusts in the
Indenture by more than one trustee, or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA. No amendment to cure any ambiguity, defect or inconsistency in the Indenture made
solely to conform the Indenture to the description of notes contained in the Prospectus Supplement related to the Notes, dated January 13, 2009 will be deemed to adversely affect the interests of the Holders of the Notes.


  

	 	(14)	DEFAULTS AND REMEDIES. If an Event of Default shall occur and be continuing, the principal of the Notes may be declared (or, in certain cases, shall ipso facto become) due and
payable in the manner and with the effect provided in the Indenture. 

  

	 	(15)	TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in its individual or any other capacity, may deal with the Company or an Affiliate of the Company with the same
rights it would have if it were not Trustee. 









	 	(16)	NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder of the Company shall not have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of
the Notes. 

  

	 	(17)	AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 

  

	 	(18)	ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

  

	 	(19)	CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance
may be placed only on the other identification numbers placed thereon. 

  

	 	(20)	GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

 The Company will
furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Officers’ Certificate. 
 Requests
may be made to: 
 Amgen Inc. 
 One Amgen Center Drive 
 Thousand Oaks, CA 91320-1799 
 Attention: Investor Relations 







 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
 (I) or (we) assign and transfer this Note to:
                                        
                             
                                         
    (Insert assignee’s legal name) 
  
  
 (Insert assignee’s soc. sec. or tax I.D. no.) 
  
  
  
  
  
  
  
  
 (Print or type assignee’s name, address and
zip code) 
 and irrevocably appoint                                  
                                         
                                         
                                         
                                         
               
 to transfer this Note on the books of the Company. The agent may
substitute another to act for him. 
 Date:
                                 
  

			
	Your Signature: 	 	 
		 	(Sign exactly as your name appears on the face of this Note)


  

			
	Signature Guarantee*:	 	 

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee)