Officers’ Certificate – Under Indenture – Amgen Inc.

OFFICERS’ CERTIFICATE

AMGEN INC.

Dated as of December 5, 2011

The undersigned officers of the Company certify, pursuant to resolutions duly
adopted by the Board of Directors on October 13, 2011 and by the Pricing
Committee of the Board of Directors on November 20, 2011 and November 29, 2011
(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 4.375% Senior Notes due 2018 (the “Euro Notes“)
and 5.50% Senior Notes due 2026 (the “Sterling Notes“):

1. Attached hereto as Annex A is a true and correct copy of a specimen note
(the “Form of Euro Note“) representing the Euro Notes and
attached hereto as Annex B is a true and correct copy of a specimen note (the
“Form of Sterling Note“) representing the Sterling Notes. The
Form of Euro Note and Form of Sterling 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
Euro Notes and the Sterling 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 Euro Notes shall be the “4.375% Senior Notes due 2018”
and the title of the Sterling Notes shall be the “5.50% Senior Notes due 2026.”

3. The Euro Notes shall be issued at the initial offering price of 99.575% of
the principal amount and the Sterling Notes shall be issued at the initial
offering price of 99.182% of the principal amount.

4. The Company will initially issue 550,000,000 aggregate principal amount
of Euro Notes and 475,000,000 aggregate principal amount of Sterling 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
Euro Notes and/or Sterling 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 Euro Notes shall be denominated in Euros and payments of principal and
interest shall be made in Euros. The Sterling Notes shall be denominated in
Pounds Sterling and payments of principal and interest shall be made in Pounds
Sterling.

6. Solely with respect to the Notes, Section 2.7 of the Indenture shall be
replaced in its entirety with the following:

“SECTION 2.7. Transfer and Exchange. Where Notes of a Series are
presented to the Registrar with a request to register a transfer or to exchange
them for an equal principal amount of Notes of the same Series, the Registrar
shall register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee, upon receipt of a Company Order directing
the authentication and delivery thereof, shall authenticate and deliver Notes in
any authorized denominations in an aggregate principal amount equal to the
principal amount of such Global Notes in exchange for such Global Notes. No
service charge shall be made for any registration of transfer or exchange
(except as otherwise expressly permitted herein), but the Company and the
Trustee may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.11, 3.6 or 9.6 of the Indenture).

Neither the Company nor the Registrar shall be required to issue, register
the transfer of, or exchange Notes of any Series (a) for the period beginning at
the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Notes of that Series selected for redemption and ending
at the close of business on the day of such mailing, (b) to register the
transfer of or exchange Notes of any Series selected, called or being called for
redemption as a whole or the portion being redeemed of any such Notes selected,
called or being called for redemption in part, or (c) which the Holder has
tendered (and not withdrawn) for repurchase in connection with a Change of
Control Offer (as defined in Section 4.5 of the Indenture).

Prior to the due presentation for registration of transfer of any Notes, the
Company, the Trustee, the Paying Agent and the Registrar may deem and treat the
person in whose name such Notes are registered as the absolute owner of such
Notes for the purpose of receiving payment of principal of and interest, if any,
on such Notes and for all other purposes whatsoever, whether or not such Notes
are overdue, and none of the Company, the Trustee, the Paying Agent or the
Registrar shall be affected by notice to the contrary.

Any Holder of a Global Note shall, by acceptance of such Global Note, agree
that transfers of beneficial interest in such Global Note may be effected only
through a book-entry system maintained by Euroclear and/or Clearstream (and/or
its or their successor clearing system(s)) and their respective direct and
indirect participants, as the case may be, and that ownership of a beneficial
interest in the Note shall be required to be reflected in a book-entry system.
So long as the Global Notes remain outstanding and are held by or on behalf of
the Common Depositary, transfer of beneficial interests in a Global Note and
transfers increasing or decreasing the aggregate principal amount of a Global
Note may be conducted only in accordance with the rules and procedures of
Euroclear and/or Clearstream (and/or its or their successor clearing system(s)),
as the case may be. In the event a Global Note, or any portion thereof, is
redeemed, Euroclear and/or Clearstream, as applicable, will distribute the
amount received by them in respect of the Global Note so redeemed to the holders
of the book-entry interests in such Global Note from the amount received by it
in respect of the redemption of such Global Note.”

7. Solely with respect to the Notes, Section 2.14.2 of the Indenture shall be
replaced in its entirety with the following:

“SECTION 2.14.2. Transfer and Exchange. Notwithstanding any provisions
to the contrary contained in Section 2.7 of the Indenture and in addition
thereto, owners of book-entry interests will receive certificated notes in
registered form (the “Certificated Notes“) only in the
following circumstances: (1) if either Depositary notifies the Company that it
is unwilling or unable to continue as Depositary or that the Common Depositary
with whom any Global Note is deposited is unwilling or unable to continue to act
as Common Depositary and a successor Depositary for such Global Notes is not
appointed by the Company within 90 days after the Company receives such notice,
(2) in whole, but not in part, at any time if the Company in its sole discretion
determines that any Global Note should be exchanged for Certificated Notes, or
(3) if the owner of a book-entry interest requests such exchange in writing
delivered through either Euroclear or Clearstream in the event that any of the
Notes has become immediately due and payable in accordance with Sections 6.1 and
6.2 of the Indenture. In each case the Company shall execute, and the Trustee,
upon receipt of a Company Order (copied to the Paying Agent, Registrar and
Common Depositary) directing the authentication and delivery thereof, shall
authenticate and deliver, Certificated Notes in any authorized denominations in
an aggregate principal amount equal to the principal amount of such Global Notes
in exchange for such Global Notes. Upon the exchange of such Global Notes for
Certificated Notes, the Global Notes shall be cancelled by the Trustee. Upon
receipt of notice from the Depositary in accordance with this subsection,
Euroclear and/or Clearstream (and/or its or their successor clearing system(s))
and the Trustee, as the case may be, and the Company shall use its commercially
reasonable efforts to make arrangements with the Common Depositary for the
exchange of interests in the Global Notes for Certificated Notes and cause the
requested Certificated Notes to be executed and delivered to the Registrar in
sufficient quantities and authenticated by the Trustee for delivery to Holders.
Holders exchanging interests in the Global Notes for Certificated Notes shall be
required to provide to the Registrar, through the relevant clearing system (and
in separate writings, if required by the Trustee, Paying Agent and/or
Registrar), written instructions and other information required by the Company
and the Registrar to complete, execute and deliver such Certificated Notes.
Certificated Notes delivered in exchange for the Global Notes or beneficial
interests therein shall be registered in the names, and issued in any approved
denominations, requested by the relevant clearing system.

Other than as provided for in this Section 2.14.2 of the Indenture, the
Global Notes are not exchangeable for a Certificated Note or Certificated Notes.

Prior to the expiration of the Restricted Period, the transferor of any
Global Note or Certificated Note shall be required to deliver a duly completed
Regulation S Certificate to the Trustee prior to such transfer. Upon and after
the expiration of the Restricted Period, no such certification shall be required
with respect to such transfers.”

8. Solely with respect to the Notes, Section 2.14.3 of the Indenture shall be
replaced in its entirety with the following:

“SECTION 2.14.3. Form of Legend for Global Notes. Each Global Note (i)
shall be delivered by or on behalf of the Trustee to, and registered in the name
of the nominee of, the Common Depositary and (ii) shall also bear a legend
substantially to the following effect or as may be appropriate:

“THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED
STATES PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND SHALL CEASE TO APPLY UPON THE
EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL
THE NOTES OF THE SERIES OF WHICH THIS NOTE FORMS PART.”

9. In addition to the provisions set forth in Article IV of the Indenture,
the following additional provisions shall apply to the Notes (and only the
Notes) and shall be incorporated into the Indenture with respect to the Notes
(and only 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
100,000 or multiples of 1,000 in excess thereof in the case of the Euro Notes
and 100,000 and multiples of 1,000 in excess thereof in the case of the
Sterling Notes) 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 prepared by the
Company 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.

(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)

by 10:00 a.m., London time, 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 (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.

“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;

(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.

Section 4.8 Payment of Additional Amounts.

(a) Payments of principal and interest on the Notes will be made free and
clear of and without withholding or deduction for or on account of any present
or future tax, assessment or other governmental charge (collectively,
“Taxes“) imposed by the United States (or any political
subdivision or taxing authority thereof or therein having power to tax) (each, a
“Relevant Taxing Jurisdiction“), unless the withholding of such
Taxes is required by law or the official

interpretation or administration thereof. The Company will, subject to the
exceptions and limitations set forth below, pay such additional amounts
(“Additional Amounts“) as are necessary in order that the net
payment of the principal of and interest on the applicable series of Notes to a
Holder who is not a United States person for United States federal income tax
purposes, after deduction for any present or future Taxes of any Relevant Taxing
Jurisdiction, imposed by withholding with respect to the payment, will not be
less than the amount provided in such Notes to be then due and payable;
provided, however, that the foregoing obligation to pay
Additional Amounts shall not apply:

(1) to any Taxes that are imposed or withheld solely by reason of the Holder,
or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the
Holder is an estate, trust, partnership or corporation, or a person holding a
power over an estate or trust administered by a fiduciary Holder, being
considered as:

(a) being or having been present or engaged in a trade or business in the
United States or having or having had a permanent establishment in the United
States;

(b) having a current or former relationship with the United States, including
a relationship as a citizen or resident thereof;

(c) being or having been a foreign or domestic personal holding company, a
passive foreign investment company or a controlled foreign corporation with
respect to the United States or a corporation that has accumulated earnings to
avoid United States federal income tax;

(d) being or having been a “10-percent shareholder” of the obligor under the
Notes within the meaning of section 871(h)(3) of the United States Internal
Revenue Code of 1986, as amended (the “Code”), or any successor provisions; or

(e) being or having been a bank receiving interest described in section
881(c)(3)(A) of the Code or any successor provisions;

(2) to any Holder that is not the sole beneficial owner of the Note, or a
portion thereof, or that is a fiduciary or partnership, but only to the extent
that a beneficiary or settlor with respect to the fiduciary, a beneficial owner
or member of the partnership would not have been entitled to the payment of an
Additional Amount had the beneficiary, settlor, beneficial owner or member
received directly its beneficial or distributive share of the payment;

(3) to any Taxes that are imposed or withheld solely by reason of the failure
to (a) comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or connection with
a Relevant Taxing Jurisdiction of the Holder or beneficial owner of such Note,
if compliance is required by statute or by regulation of the Relevant Taxing
Jurisdiction as a precondition to relief or exemption from such Taxes (including
the submission of an applicable United States Internal Revenue Service (“IRS”)
Form W-8 (with any required attachments)) or (b) comply with any informational
gathering and reporting

requirements or to take any similar action (including entering into any
agreement with the IRS), in each case, that are required to obtain the maximum
available exemption from withholding by a Relevant Taxing Jurisdiction that is
available to payments received by or on behalf of the Holder;

(4) to any Taxes that are imposed otherwise than by withholding from the
payment;

(5) to any Taxes that are imposed or withheld solely by reason of a change in
law, regulation, or administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or is duly provided
for, whichever occurs later;

(6) to any estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or a similar tax, assessment or governmental charge;

(7) to any Taxes required to be withheld by any paying agent from any payment
of principal of or interest on any Note, if such payment can be made without
such withholding by any other paying agent;

(8) to any Taxes that are imposed or levied by reason of the presentation
(where presentation is required in order to receive payment) of such Notes for
payment on a date more than 30 days after the date on which such payment became
due and payable, except to the extent that the Holder or beneficial owner
thereof would have been entitled to Additional Amounts had the Notes been
presented for payment on any date during such 30 day period;

(9) to any withholding or deduction in respect of any tax, assessment or
governmental charge where such withholding or deduction is imposed on a payment
to an individual and is required to be made pursuant to European Council
Directive 2003/48/EC or any other directive implementing the conclusions of the
ECOFIN Council meeting of 26-27 November 2000 or any law implementing or
complying with, or introduced in order to conform to, such directive; or

(10) in the case of any combination of any items (1) through (9).

(b) The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as specifically provided under this Section 4.8, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.

10. 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

(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 on which commercial banks and
foreign exchange markets are open for business in New York and London and which
is a day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer System (TARGET2) (or any successor to such system) is
operating.

“Calculation Agent” means an independent financial
institution appointed by the Company, which may include the Trustee, the Paying
Agent, any of the Managers or their respective affiliates who agree to serve in
such capacity.

“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.

“Certificated Note” means a permanent certificated Note in
registered form issued in denominations of 100,000, in the case of the Euro
Notes and 100,000 in the case of the Sterling Notes, and multiples of 1,000 in
excess thereof in the case of the Euro Notes, and 1,000 in excess thereof in
the case of the Sterling Notes, substantially in the form attached hereto as
Exhibit A.

“Clearstream” means Clearstream Banking, soci t
anonyme, as currently in effect, or any successor securities clearing
agency.

“Common Depositary” means a common depositary for Euroclear
and Clearstream, their respective nominees and their respective successors,
which shall initially be The Bank of New York Mellon, London Branch, or a
successor as appointed in accordance with the Indenture.

“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.

“Depositary“, with respect to the Notes, shall be deemed to
refer to Euroclear and Clearstream (or any successor clearing system).

“Euroclear” means Euroclear Bank S.A./N.V., as currently in
effect, or any successor securities clearing agency.

“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 December 5, 2011.

“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.

“Global Note” means any Note that is a Global Security.

“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.

“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 Euro Notes or the Sterling 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.

“Managers” means the several managers named in Schedule I to
the Subscription Agreement, dated December 2, 2011, among the Company and
Barclays Bank PLC, Merrill Lynch International and Morgan Stanley & Co.
International plc, as representatives of the managers with respect to the Notes.

“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;

(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 therefor;

(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 therefor;

(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;

(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 16²/3% 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 United States
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.

“Reference Bund” means the Federal Government Bond of
Bundesrepublik Deutschland due July 14, 2018, with ISIN DE0001135358.

“Reference Gilt” means the United Kingdom Gilt Treasury
Stock due March 7, 2025, with ISIN GB0030880693.

“Reference Dealers” means each of the four banks selected by
a Calculation Agent which are primary European government security dealers, and
their respective successors, or market makers in pricing corporate bond issues.

“Reinvestment Rate” means, (i) for the Euro Notes, 0.45%,
plus the average of the four quotations given by the Reference Dealers of the
mid-market annual yield to maturity of the Reference Bund at 11.00 a.m. (Central
European time (“CET”)) on the fourth Business Day preceding such redemption date
and if the Reference Bund is no longer outstanding, a Similar Security will be
chosen by the Calculation Agent at 11.00 a.m. (CET) on the third Business Day in
London preceding such redemption date, quoted in writing by the Calculation
Agent to the Company, and, (ii) for the sterling notes, 0.45%, plus the yield to
maturity as of such redemption date of the Reference Gilt (as compiled by the
Office for National Statistics and published in the most recent Financial
Statistics that have become publicly available at least two Business Days in
London prior to such redemption date (or, if such Financial Statistics are no
longer published, any publicly available source of similar market data)) most
nearly equal to the period from such redemption date to the stated maturity of
the Sterling Notes being redeemed; provided, however, that if the period from
such redemption date to the stated maturity of the Sterling Notes being redeemed
is less than one year, the weekly average yield on the Reference Gilt adjusted
to a fixed maturity of one year shall be used; provided further that if no such
rate (as specified in this clause (ii)) is available, a Similar Security will be
chosen by the Calculation Agent on the first Business Day in London preceding
such redemption date, quoted in writing by the Calculation Agent to the Company.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Certificate” means the certificate
substantially in the form set forth hereto as Exhibit A.

“Restricted Period” means the relevant 40-day distribution
compliance period as defined in Regulation S.

“Similar Security” means a reference bond or reference bonds
issued (i) in respect of the Euro Notes, by the German Federal Government and
(ii) in respect of the Sterling Notes, by the United Kingdom government, in each
case, having an actual or interpolated maturity comparable with the remaining
term of the Sterling Notes or Euro Notes, as the case may be, that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Sterling Notes or Euro Notes, as the case
may be.

“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.

11. Pursuant to its appointment in a letter agreement with the Company, dated
the First Issue Date, the Paying Agent, Registrar and Common Depositary for the
Notes shall initially be The Bank of New York Mellon, London Branch.

All sums payable to the Paying Agent hereunder with respect to the Euro Notes
shall be paid in Euros and all sums payable to the Paying Agent hereunder with
respect to the Sterling Notes shall be paid in Pounds Sterling, in each case in
immediately available or same day funds (in accordance with the paragraph
immediately below) to such account with such bank as the Paying Agent may from
time to time notify to the Company.

The Company shall, by no later than 10:00 a.m. (London time) on the Business
Day on which any principal, interest or any other amount on the Notes become due
or payable, transfer or cause to be transferred to the Paying Agent such sum as
shall be required for the purposes of such payment in immediately available
funds.

Notwithstanding anything to the contrary in the Indenture or the Notes, the
Paying Agent shall have no obligation to make any payment due on the Notes
whatsoever unless it has first received immediately available funds, by 10:00
a.m. (London time) on the Business Day on which any payment is due, sufficient
to make such payment. If funds are received after 10:00 a.m. (London time) on
such payment date, the Paying Agent shall use commercially reasonable efforts to
make such payment on such payment date (it being understood that the Paying
Agent shall not incur any liability if such payment cannot be made on such
payment date).

12. Principal, premium, if any, and interest, if any, on the Notes will be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary or Affiliate thereof, holds as of 10:00 a.m. (London time) on
the due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest, if any, then due.

13. The Notes shall initially be registered in the name of The Bank of New
York Depository (Nominees) Limited, as nominee for The Bank of New York Mellon,
London Branch, as Common Depositary.

14. Each of the undersigned is authorized to approve the form, terms and
conditions of the Notes.

15. Each of the undersigned has read the provisions of the Indenture,
including the covenants and conditions precedent, pertaining to the issuance of
the Notes.

16. 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.

17. 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.

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


By:	/s/ David J. Scott
	Name:	David J. Scott
	Title:	Senior Vice President, General Counsel and
		Secretary

By:	/s/ Jonathan M. Peacock
	Name:	Jonathan M. Peacock
	Title:	Executive Vice President and
		Chief Financial Officer

Signature Page to Officers’ Certificate for the Notes

EXHIBIT A

REGULATION S CERTIFICATE

[Date]

The Bank of New York Mellon

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Trust Administration

as Trustee

Re:	Amgen Inc.

550,000,000 4.375% Senior Notes due 2018 and 475,000,000 5.50% Senior
Notes due 2026 (the “Notes“)

Reference is hereby made to the Indenture, dated as of August 4, 2003,
between Amgen Inc., a corporation duly organized and existing under the laws of
the State of Delaware (the “Company“), and The Bank of New York
Mellon (as successor trustee to JPMorgan Chase Bank), as trustee (the
“Trustee“), as supplemented by the Officers’ Certificate, dated
as of December 5, 2011 (collectively, the “Indenture“).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture. Other terms shall have the meanings given to them in
Regulation S under the U.S. Securities Act of 1933, as amended
(“Regulation S“).

This letter relates to the principal amount of Notes specified below
[represented by a Certificated Note (No. )][represented by a Global Note (ISIN:
; Common Code: ; No. )] in the name of the Transferor specified below. The
Transferor has requested a transfer of such Note in the name of the Transferee
specified below.

In connection with such request and in respect of such Notes, the Transferor
does hereby certify that such transfer has been effected in accordance with the
transfer restrictions set forth in the Indenture and the Notes and pursuant to
and in accordance with Regulation S, and accordingly the Transferor does hereby
certify that:

(1) the offer of the Notes was not made to a person in the United States;

(2) the Transferee is not a U.S. person;

(3) either (a) at the time the buy order was originated, the Transferee was
outside the United States, or the Transferor and any person acting on its behalf
reasonably believed that the Transferee was outside the United States or (b) the
transaction was executed in, on or through the facilities of a “designated
offshore securities market”, and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the
United States;

(4) no “directed selling efforts” have been made in contravention of the
requirements of Rule 904(a)(2) of Regulation S, as applicable;

(5) in the event the Transferor is an officer or director of the Company, no
selling concession, fee or other remuneration was paid in connection with such
transfer other than the usual and customary broker’s commission that would be
received by a person executing such transfer as agent; and

(6) the transaction is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act of 1933, as amended.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

Name of Transferor:

Name of Transferee:

Signature of Transferor:

Name of Signer for Transferor:

Title of Signer for Transferor:

Date:

[Principal amount and other delivery instructions for Global Note in

Euroclear/Clearstream:

]

Daytime telephone no. of contact person at Transferor:

e-mail of contact person at Transferor:

Daytime telephone no. of contact person at Transferee:

e-mail of contact person at Transferee:

Annex A

Form of Euro Note

[Face of Note]

ISIN XS0710090928

4.375% Senior Notes due 2018


No.

AMGEN INC.

promises to pay to THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED or
registered assigns,

the principal sum of EUROS on December 5, 2018.

Interest Payment Date: December 5

Record Dates: One Business Day prior to December 5

Dated: December 5, 2011


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]

4.375% SENIOR NOTES DUE 2018

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK
DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE FOR THE BANK OF NEW YORK MELLON,
LONDON BRANCH, AS THE COMMON DEPOSITARY (THE “COMMON DEPOSITARY”) FOR EUROCLEAR
BANK S.A./N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCI 137T 137 ANONYME
(“CLEARSTREAM”). THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON
DEPOSITARY, BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR
ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED
STATES PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND SHALL CEASE TO APPLY UPON THE
EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL
THE NOTES OF THE SERIES OF WHICH THIS NOTE FORMS PART.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
COMMON DEPOSITARY, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
COMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO THE
COMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, 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 4.375% per annum from December 5, 2011 until maturity. The Company
will pay interest in cash annually in arrears on December 5 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 December 5, 2012; provided further that after
December 5, 2012, 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 one Business Day prior to the next
succeeding Interest Payment Date, 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 specified office or agency of the
Paying Agent in the United Kingdom; provided that payment by wire
transfer of immediately available funds will be required with respect to
principal of and interest on all Global Securities registered in the name of or
held by a nominee of Euroclear or Clearstream to the account specified by the
Holder or Holders thereof; provided, further, that if
certificated Notes are issued, the Company, at its option, may make payments by
check mailed to the Holders at their addresses set forth in the register of
Holders. Such payment will be in Euros.

(3)

PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon, London
Branch, 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 December 5, 2011, 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)

REDEMPTION UPON CHANGES IN WITHHOLDING TAXES. If (a) as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the United States (or any political subdivision or taxing
authority thereof or therein having power to tax) (a “Relevant Taxing
Jurisdiction“), or any change in, or amendment to, the official
position regarding the application or interpretation of such laws, regulations
or rulings (including by virtue of a holding, judgment or order by a court of
competent jurisdiction or a change in published administrative practice), which
change or amendment is announced on or after the date of the Offering Memorandum
related to the Notes, dated December 2, 2011 (the “Offering
Memorandum“), the Company becomes or will become obligated to pay
Additional Amounts as described in Section 4.8 of the Indenture or (b) any act
is taken by a Relevant Taxing Jurisdiction on or after the date of the Offering
Memorandum, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such Additional Amounts, then the Company may, at its
option, redeem the Notes, as a whole but not in part, upon not less than 30

days’ nor more than 60 days’ published notice in accordance with Section 22
below, at 100% of their principal amount, together with interest accrued thereon
to the date fixed for redemption; provided that the Company determines,
in its business judgment, that the obligation to pay such Additional Amounts
cannot be avoided by the use of reasonable measures available to the Company
(which does not include substitution of the obligor under the Notes). No
redemption pursuant to (a) or (b) above may be made unless the Company has
received an opinion of independent counsel to the effect that as a result of
such change or amendment the Company will, or that an act taken by a Relevant
Taxing Jurisdiction has resulted in a substantial probability that the Company
will, or may, be required to pay the Additional Amounts described in Section 4.8
of the Indenture, and the Company shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating that based on such
opinion the Company is entitled to redeem the Notes pursuant to their terms.

(7)

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. The Company will publish a notice of any redemption of Notes in
accordance with the provisions described under Section 22 below. The Company
will inform the Irish Stock Exchange of the principal amount of the Notes that
have not been redeemed in connection with any redemption. If fewer than all of
the Notes are to be redeemed at any time, the Paying Agent will select the Notes
to be redeemed in accordance with the rules of the principal securities
exchange, if any, on which the Notes are listed at such time or, if the Notes
are not listed on a securities exchange, pro rata, by lot;
provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Note not redeemed to less than
100,000. Notes in denominations larger than 100,000 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.

(8)

MANDATORY REDEMPTION. Except as provided in Section 9 below, the Company is
not required to make mandatory redemption or sinking fund payments with respect
to the Notes.

(9)

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 9 of the Officers’ Certificate.

(10)

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.

(11)

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.

(12)

DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without
coupons in denominations of 100,000 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.

(13)

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

(14)

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 Offering Memorandum will be deemed to
adversely affect the interests of the Holders of the Notes.

(15)

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.

(16)

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.

(17)

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.

(18)

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

(19)

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).

(20)

COMMON CODES AND ISIN NUMBERS. The Company in issuing the Notes may use
Common Codes and ISIN numbers (if then generally in use) and, if so, the Trustee
shall use Common Codes and ISIN numbers in notices of redemption as a
convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the
Trustee and the Paying Agent of any change in the Common Code or ISIN numbers.

(21)

PRESCRIPTION. Claims against the Company for the payment of principal or
Additional Amounts, if any, on the Notes will be prescribed for ten years after
the applicable due date for payment thereof. Claims against the Company for the
payment of interest on the Notes will be prescribed for five years after the
applicable due date for payment of interest.

(22)

NOTICES. All notices to the Holders of Notes shall be valid if published in a
manner which complies with the rules and regulations of the Irish Stock Exchange
or any other relevant authority on which the Notes are for the time being listed
and so long as the Notes are listed on the Irish Stock Exchange and the
guidelines of the Irish Stock Exchange so require, filed with the Companies
Announcement Office of the Irish Stock Exchange. Any such notice will be deemed
to have been given on the date of the first publication or, where required to be
published in more than one newspaper, on the date of the first publication in
all required newspapers. If publication as provided above is not practicable,
notice will be given in such other manner, and shall be deemed to have been
given on such date, as the Trustee may approve. Notwithstanding any provision to
the contrary, while the Notes are represented by Global Notes, any notice to the
Holders of Notes will be validly given if such notice is delivered to Euroclear
and/or Clearstream. Any notice delivered to Euroclear and/or Clearstream will be
deemed to be given on the day of delivery.

(23)

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 Sterling Note

[Face of Note]

ISIN XS0710091140

5.50% Senior Notes due 2026

No.

AMGEN INC.

promises to pay to THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED or
registered assigns,

the principal sum of POUNDS STERLING on December 7, 2026.

Interest Payment Date: December 7

Record Dates: One Business Day prior to December 7

Dated: December 5, 2011


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]

5.50% SENIOR NOTES DUE 2026

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 5.50% per annum from December 5, 2011 until maturity. The Company
will pay interest in cash annually in arrears on December 7 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 December 7, 2012; provided further that after
December 7, 2012, 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)

(3)

(4)

(5)

(6)

(7)

(8)

MANDATORY REDEMPTION. Except as provided in Section 9 below, the Company is
not required to make mandatory redemption or sinking fund payments with respect
to the Notes.

(9)

(10)

(11)

(12)

(13)

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

(14)

(15)

(16)

(17)

(18)

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

(19)

(20)

(21)

(22)

(23)

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).

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.