{"id":43954,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-amgen-inc-.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-amgen-inc-","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-amgen-inc-.html","title":{"rendered":"Underwriting Agreement – Amgen Inc."},"content":{"rendered":"

AMGEN INC. <\/strong><\/p>\n

\u00a0<\/p>\n

$1,250,000,000 2.125% SENIOR NOTES DUE 2017<\/p>\n

$750,000,000 3.625% SENIOR NOTES DUE 2022<\/p>\n

$1,000,000,000 5.375% SENIOR NOTES DUE 2043<\/p>\n

Underwriting Agreement<\/u> <\/strong><\/p>\n

May\u00a010, 2012<\/p>\n

Goldman, Sachs\u00a0& Co.<\/p>\n

J.P. Morgan Securities LLC<\/p>\n

Merrill Lynch, Pierce, Fenner\u00a0& Smith Incorporated<\/p>\n

Morgan Stanley\u00a0& Co. LLC<\/p>\n

As representatives of the several Underwriters<\/p>\n

named in Schedule I hereto<\/p>\n

c\/o Goldman, Sachs\u00a0& Co.<\/p>\n

200 West Street<\/p>\n

New York, New York 10282<\/p>\n

c\/o J.P. Morgan Securities LLC<\/p>\n

383 Madison Avenue<\/p>\n

New York, New York 10179<\/p>\n

c\/o Merrill Lynch, Pierce, Fenner\u00a0& Smith Incorporated<\/p>\n

One Bryant Park<\/p>\n

New York, New York 10036<\/p>\n

and<\/p>\n

c\/o Morgan Stanley\u00a0& Co. LLC<\/p>\n

1585 Broadway<\/p>\n

New York, New York 10036<\/p>\n

Dear Sirs and Mesdames:<\/p>\n

Amgen Inc., a Delaware corporation (the \u00e2\u0080\u009cCompany<\/u>\u00e2\u0080\u009d), proposes, subject
\nto the terms and conditions stated herein, to issue and sell to the Underwriters
\nnamed in Schedule I hereto (the \u00e2\u0080\u009cUnderwriters<\/u>\u00e2\u0080\u009d) an aggregate of
\n$1,250,000,000 principal amount of the 2.125% Senior Notes due 2017 of the
\nCompany (the \u00e2\u0080\u009c2017 Notes<\/u>\u00e2\u0080\u009d), an aggregate of $750,000,000 principal amount
\nof the 3.625% Senior Notes due 2022 of the Company (the \u00e2\u0080\u009c2022 Notes<\/u>\u00e2\u0080\u009d) and
\nan aggregate of $1,000,000,000 principal amount of the 5.375% Senior Notes due
\n2043 of the Company (the \u00e2\u0080\u009c2043 Notes<\/u>\u00e2\u0080\u009d, and together with the 2017 Notes
\nand the 2022 Notes, collectively,<\/p>\n

\u00a0<\/p>\n

1<\/p>\n

\u00a0<\/p>\n

\n

the \u00e2\u0080\u009cSecurities<\/u>\u00e2\u0080\u009d) to be issued pursuant to the provisions of an
\nIndenture, dated as of August\u00a04, 2003 (the \u00e2\u0080\u009cIndenture<\/u>\u00e2\u0080\u009d), between the
\nCompany and the Bank of New York Mellon, as successor to JPMorgan Chase Bank,
\nN.A., as Trustee (the \u00e2\u0080\u009cTrustee<\/u>\u00e2\u0080\u009d). Goldman, Sachs\u00a0& Co., J.P. Morgan
\nSecurities LLC, Merrill Lynch, Pierce, Fenner\u00a0& Smith Incorporated and
\nMorgan Stanley\u00a0& Co. LLC have agreed to act as representatives of the
\nUnderwriters (the \u00e2\u0080\u009cRepresentatives<\/u>\u00e2\u0080\u009d).<\/p>\n

1. Representations and Warranties<\/u>. (a)\u00a0The Company represents and
\nwarrants to, and agrees with, you that as of the date hereof and as of the
\nClosing Date:<\/p>\n

(i) An \u00e2\u0080\u009cautomatic shelf registration statement\u00e2\u0080\u009d as defined under Rule 405
\nunder the Securities Act of 1933, as amended (the \u00e2\u0080\u009cAct<\/u>\u00e2\u0080\u009d) on Form S-3
\n(File No.\u00a0333-172617) in respect of the Securities has been filed with the
\nSecurities and Exchange Commission (the \u00e2\u0080\u009cCommission<\/u>\u00e2\u0080\u009d) not earlier than
\nthree years prior to the date hereof; such registration statement, and any
\npost-effective amendment thereto, became effective on filing; and no stop order
\nsuspending the effectiveness of such registration statement or any part thereof
\nhas been issued and no proceeding for that purpose has been initiated or, to the
\nCompany\u00e2\u0080\u0099s knowledge, threatened by the Commission, and no notice of objection of
\nthe Commission to the use of such registration statement or any post-effective
\namendment thereto pursuant to Rule 401(g)(2) under the Act has been received by
\nthe Company (the base prospectus filed as part of such registration statement,
\nin the form in which it has most recently been filed with the Commission on or
\nprior to the date of this Agreement, is hereinafter called the \u00e2\u0080\u009cBasic
\nProspectus<\/u>\u00e2\u0080\u009d; any preliminary prospectus (including any preliminary
\nprospectus supplement) relating to the Securities filed with the Commission
\npursuant to Rule 424(b) under the Act is hereinafter called a \u00e2\u0080\u009cPreliminary
\nProspectus<\/u>\u00e2\u0080\u009d; the various parts of such registration statement, including all
\nexhibits thereto but excluding Form T-1 and including any prospectus supplement
\nrelating to the Securities that is filed with the Commission and deemed by
\nvirtue of Rule 430B to be part of such registration statement, each as amended
\nat the time such part of the registration statement became effective, are
\nhereinafter collectively called the \u00e2\u0080\u009cRegistration Statement<\/u>\u00e2\u0080\u009d; the Basic
\nProspectus, as amended and supplemented immediately prior to the Applicable Time
\n(as defined in Section\u00a01(a)(iii) hereof), is hereinafter called the \u00e2\u0080\u009cPricing
\nProspectus<\/u>\u00e2\u0080\u009d; the form of the final prospectus relating to the Securities
\nfiled with the Commission pursuant to Rule 424(b) under the Act in accordance
\nwith Section\u00a07(a) hereof is hereinafter called the \u00e2\u0080\u009cProspectus<\/u>\u00e2\u0080\u009d; any
\nreference herein to the Basic Prospectus, the Pricing Prospectus, any
\nPreliminary Prospectus or the Prospectus shall be deemed to refer to and include
\nthe documents incorporated by reference therein pursuant to Item\u00a012 of Form S-3
\nunder the Act, as of the date of such prospectus; any reference to any amendment
\nor supplement to the Basic Prospectus, any Preliminary Prospectus or the
\nProspectus shall be deemed to refer to and include any post-effective amendment
\nto the Registration Statement, any prospectus supplement relating to the
\nSecurities filed with the Commission pursuant to Rule 424(b) under the Act and
\nany documents filed under the Securities Exchange Act of 1934, as amended (the
\n\u00e2\u0080\u009cExchange Act<\/u>\u00e2\u0080\u009d), and incorporated therein, in each case after the date of
\nthe Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the
\ncase may be; any reference to any amendment to the Registration Statement shall
\nbe deemed to refer to and include any annual report of the Company filed
\npursuant to Section\u00a013(a) or 15(d) of the Exchange Act after the effective date
\nof the Registration Statement that is incorporated by reference in the
\nRegistration Statement; and any \u00e2\u0080\u009cissuer free writing prospectus\u00e2\u0080\u009d as defined in
\nRule 433 under the Act relating to the Securities is hereinafter called an
\n\u00e2\u0080\u009cIssuer Free Writing Prospectus<\/u>\u00e2\u0080\u009d);<\/p>\n

\u00a0<\/p>\n

2<\/p>\n

\u00a0<\/p>\n

\n

(ii) No order preventing or suspending the use of any Preliminary Prospectus
\nor any Issuer Free Writing Prospectus has been issued by the Commission, and
\neach Preliminary Prospectus, at the time of filing thereof, conformed in all
\nmaterial respects to the requirements of the Act and the Trust Indenture Act of
\n1939, as amended (the \u00e2\u0080\u009cTrust Indenture Act<\/u>\u00e2\u0080\u009d) and the rules and
\nregulations of the Commission thereunder, and did not contain an untrue
\nstatement of a material fact or omit to state a material fact required to be
\nstated therein or necessary to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading; provided,
\nhowever,<\/em> that this representation and warranty shall not apply to any
\nstatements or omissions made in reliance upon and in conformity with information
\nfurnished in writing to the Company by an Underwriter through the
\nRepresentatives expressly for use therein;<\/p>\n

(iii) For the purposes of this Agreement, the \u00e2\u0080\u009cApplicable Time<\/u>\u00e2\u0080\u009d is
\n7:15 pm, New York City time, on the date of this Agreement; the Pricing
\nProspectus as supplemented by the final term sheets prepared and filed pursuant
\nto Section\u00a07(a) hereof, taken together (collectively, the \u00e2\u0080\u009cPricing Disclosure
\nPackage<\/u>\u00e2\u0080\u009d) as of the Applicable Time, did not include any untrue statement of
\na material fact or omit to state any material fact necessary in order to make
\nthe statements therein, in the light of the circumstances under which they were
\nmade, not misleading; and each Issuer Free Writing Prospectus listed on Schedule
\nII(a) hereto does not conflict with the information contained in the
\nRegistration Statement, the Pricing Prospectus or the Prospectus and each such
\nIssuer Free Writing Prospectus, as supplemented by and taken together with the
\nPricing Disclosure Package as of the Applicable Time, did not include any untrue
\nstatement of a material fact or omit to state any material fact necessary in
\norder to make the statements therein, in the light of the circumstances under
\nwhich they were made, not misleading; provided, however,<\/em> that this
\nrepresentation and warranty shall not apply to statements or omissions made in
\nan Issuer Free Writing Prospectus in reliance upon and in conformity with
\ninformation furnished in writing to the Company by an Underwriter through the
\nRepresentatives expressly for use therein;<\/p>\n

(iv) The documents incorporated by reference in the Registration Statement,
\nwhen they became effective or were filed with the Commission, as the case may
\nbe, conformed in all material respects to the requirements of the Act or the
\nExchange Act, as applicable, and the rules and regulations of the Commission
\nthereunder, and none of such documents contained an untrue statement of a
\nmaterial fact or omitted to state a material fact required to be stated therein
\nor necessary to make the statements therein not misleading; any further
\ndocuments so filed and incorporated by reference in the Registration Statement
\nor any further amendment or supplement thereto, when such documents become
\neffective or are filed with the Commission, as the case may be, will conform in
\nall material respects to the requirements of the Act or the Exchange Act, as
\napplicable, and the rules and regulations of the Commission thereunder and will
\nnot contain an untrue statement of a material fact or omit to state a material
\nfact required to be stated therein or necessary to make the statements therein
\nnot misleading; and no such documents were filed with the Commission since the
\nCommission\u00e2\u0080\u0099s close of business on the business day immediately prior to the date
\nof this Agreement and prior to the execution of this Agreement, except as set
\nforth on Schedule II(b) hereto;<\/p>\n

(v) The Registration Statement conforms, and the Prospectus and any further
\namendments or supplements to the Registration Statement and the Prospectus will\n<\/p>\n

\u00a0<\/p>\n

3<\/p>\n

\u00a0<\/p>\n

\n

conform, in all material respects to the requirements of the Act and the
\nTrust Indenture Act and the rules and regulations of the Commission thereunder;
\nand the Registration Statement does not and will not, as of the applicable
\neffective date as to each part of the Registration Statement, contain an untrue
\nstatement of a material fact or omit to state a material fact required to be
\nstated therein or necessary to make the statements therein not misleading; and
\nthe Prospectus and any Preliminary Prospectus will not, as of the applicable
\nfiling date and any amendment or supplement thereto, include any untrue
\nstatement of a material fact or omit to state a material fact necessary in order
\nto make the statements therein, in the light of the circumstances under which
\nthey were made, not misleading; provided<\/em>, however<\/em>, that this
\nrepresentation and warranty shall not apply to any statements or omissions made
\nin reliance upon and in conformity with information furnished in writing to the
\nCompany by an Underwriter through the Representatives expressly for use therein;\n<\/p>\n

(vi) Ernst\u00a0& Young LLP, which has audited the consolidated financial
\nstatements of the Company and its consolidated subsidiaries incorporated by
\nreference in the Registration Statement, are independent registered public
\naccountants with respect to the Company and its subsidiaries within the meaning
\nof Regulation S-X under the Act and the rules and regulations thereunder;<\/p>\n

(vii) The consolidated financial statements included in the Company\u00e2\u0080\u0099s Annual
\nReport on Form 10-K for the fiscal year ended December\u00a031, 2011 and the
\nCompany\u00e2\u0080\u0099s Quarterly Report on Form 10-Q for the quarterly period ended March\u00a031,
\n2012, which are incorporated by reference in the Pricing Prospectus and the
\nProspectus, present fairly, in all material respects, the consolidated financial
\nposition of the Company and its subsidiaries at December\u00a031, 2011 and 2010 and
\nMarch\u00a031, 2012, and the consolidated statements of operations and cash flows of
\nthe Company and its subsidiaries for each of the three years in the period ended
\nDecember\u00a031, 2011 and for each of the three month periods ended March\u00a031, 2012
\nand 2011, are in conformity with accounting principles generally accepted in the
\nUnited States (\u00e2\u0080\u009cGAAP\u00e2\u0080\u009d) and the applicable accounting requirements of the
\nExchange Act and the related rules and regulations adopted by the SEC. The
\nrelated financial statement schedule, when considered in relation to the basic
\nconsolidated financial statements taken as a whole, presents fairly in all
\nmaterial respects the information set forth therein for each of the three years
\nin the period ended December\u00a031, 2011;<\/p>\n

(viii) Since the date as of which information is given in the Pricing
\nProspectus, except as otherwise stated therein, (A)\u00a0there has been no material
\nadverse change in the financial condition or in the earnings of the Company and
\nits subsidiaries considered as one enterprise, (B)\u00a0there have been no
\ntransactions entered into by the Company or any of its subsidiaries, other than
\nthose in the ordinary course of business, which are material with respect to the
\nCompany and its subsidiaries considered as one enterprise, and (C)\u00a0there has
\nbeen no dividend or distribution of any kind declared, paid or made by the
\nCompany on any class of its capital stock not described in the Pricing
\nProspectus;<\/p>\n

(ix) Each of the Company, Amgen Manufacturing, Limited, a Bermuda corporation
\n(\u00e2\u0080\u009cAmgen Manufacturing<\/u>\u00e2\u0080\u009d), Immunex Corporation, a Washington corporation
\n(\u00e2\u0080\u009cImmunex<\/u>\u00e2\u0080\u009d), and Amgen USA Inc., a Delaware corporation (together with
\nAmgen Manufacturing and Immunex, the \u00e2\u0080\u009cSignificant
\nSubsidiaries<\/u>\u00e2\u0080\u009d),<\/strong> has been duly incorporated or<\/p>\n

\u00a0<\/p>\n

4<\/p>\n

\u00a0<\/p>\n

\n

organized and is validly existing in good standing under the laws of the
\njurisdiction in which it is incorporated, chartered or organized with the
\ncorporate power and authority to own or lease, as the case may be, and to
\noperate its properties and conduct its business as described in the Pricing
\nProspectus and Prospectus and is duly qualified to do business as a foreign
\ncorporation or organization and is in good standing under the laws of each
\njurisdiction which requires such qualification, except, in each case, where the
\nfailure so to qualify or to be in good standing would not have a material
\nadverse effect on the financial condition of the Company and its subsidiaries,
\nconsidered as one enterprise (a \u00e2\u0080\u009cMaterial Adverse Effect<\/u>\u00e2\u0080\u009d);<\/p>\n

(x) All the issued and outstanding shares of capital stock of the Significant
\nSubsidiaries have been duly and validly authorized and issued and are fully paid
\nand nonassessable, and, except as may be otherwise set forth in the Pricing
\nProspectus and Prospectus, all outstanding shares of capital stock of the
\nSignificant Subsidiaries are owned by the Company either directly or through a
\nwholly-owned subsidiary free and clear of any security interest, mortgage,
\npledge, lien, encumbrance, claim or equity; none of the outstanding shares of
\ncapital stock of the Significant Subsidiaries was issued in violation of the
\npreemptive or similar rights of any securityholder of any Significant
\nSubsidiary;<\/p>\n

(xi) None of the Significant Subsidiaries is currently prohibited, directly
\nor indirectly, from paying any dividends to the Company, from making any other
\ndistribution on such subsidiary\u00e2\u0080\u0099s capital stock, from repaying to the Company
\nany loans or advances to such subsidiary from the Company or from transferring
\nany of such subsidiary\u00e2\u0080\u0099s property or assets to the Company or any other
\nsubsidiary of the Company, except as may be described in or contemplated by the
\nPricing Prospectus and Prospectus and except as would not result in a Material
\nAdverse Effect;<\/p>\n

(xii) The consolidated capitalization of the Company as of March\u00a031, 2012 is
\nas set forth in the Pricing Prospectus and Prospectus in the column entitled
\n\u00e2\u0080\u009cActual\u00e2\u0080\u009d under the caption \u00e2\u0080\u009cCapitalization.\u00e2\u0080\u009d The outstanding shares of capital
\nstock of the Company have been duly and validly authorized and issued and are
\nfully paid and nonassessable; none of the outstanding shares of capital stock of
\nthe Company was issued in violation of the preemptive or similar rights of any
\nsecurity holder of the Company;<\/p>\n

(xiii) This Agreement has been duly authorized, executed and delivered by the
\nCompany;<\/p>\n

(xiv) The Indenture has been duly authorized, executed and delivered by the
\nCompany and, assuming the due authorization, execution and delivery of the
\nIndenture by the Trustee, is a valid and binding agreement of the Company
\nenforceable against the Company in accordance with its terms, except (A)\u00a0to the
\nextent that a waiver of rights under any usury laws may be unenforceable and as
\nthe enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
\nconveyance, moratorium or other similar laws now or hereafter in effect relating
\nto or affecting the enforcement of creditors\u00e2\u0080\u0099 rights and remedies generally and
\n(B)\u00a0as rights of acceleration and the availability of equitable remedies may be
\nlimited by equitable principles of general applicability, whether or not
\nenforcement is sought at law or in equity;<\/p>\n

\u00a0<\/p>\n

5<\/p>\n

\u00a0<\/p>\n

\n

(xv) The Securities have been duly authorized by the Company, and, on the
\nClosing Date, the Securities will have been duly executed by the Company and,
\nwhen authenticated, issued and delivered in the manner provided for in the
\nIndenture and delivered against payment of the purchase price therefore as
\nprovided in this Agreement, will be the valid and binding obligations of the
\nCompany, enforceable against the Company in accordance with their terms, except
\n(A)\u00a0to the extent that a waiver of rights under any usury laws may be
\nunenforceable and as the enforceability thereof may be limited by bankruptcy,
\ninsolvency, fraudulent conveyance, moratorium or other similar laws now or
\nhereafter in effect relating to or affecting the enforcement of creditors\u00e2\u0080\u0099
\nrights and remedies generally and (B)\u00a0as rights of acceleration and the
\navailability of equitable remedies may be limited by equitable principles of
\ngeneral applicability, whether or not enforcement is sought at law or in equity.
\nAt the Closing Date, the Securities will be in the form contemplated by, and
\nwill be entitled to the benefits of, the Indenture;<\/p>\n

(xvi) The Securities and the Indenture will conform in all material respects
\nto the respective statements relating thereto contained in the Pricing
\nDisclosure Package and Prospectus;<\/p>\n

(xvii) Neither the Company nor any of its Significant Subsidiaries is in
\nviolation of its charter or by-laws or in default in the performance or
\nobservance of any obligation, agreement, covenant or condition contained in any
\ncontract, indenture, mortgage, deed of trust, loan or credit agreement, note,
\nlease or other agreement or instrument to which the Company or any of its
\nsubsidiaries is a party or by which it or any of them may be bound, or to which
\nany of the property or assets of the Company or any of its subsidiaries is
\nsubject, except for such defaults that would not result in a Material Adverse
\nEffect;<\/p>\n

(xviii) The execution, delivery and performance by the Company of its
\nobligations under this Agreement, the Indenture and the Securities will not
\ncontravene any provision of (A)\u00a0the Amended and Restated Certificate of
\nIncorporation, or Amended and Restated Bylaws of the Company, (B)\u00a0any agreement
\nor other instrument binding upon the Company or its business or assets that is
\nmaterial to the financial condition of the Company and its subsidiaries,
\nconsidered as one enterprise, (C)\u00a0applicable law and (D)\u00a0any judgment, order,
\ndecree of any governmental body, agency or court having jurisdiction over the
\nCompany or its business or assets;<\/p>\n

(xix) Except as disclosed in the Pricing Prospectus and Prospectus, there is
\nno action, suit, proceeding, inquiry or investigation before or brought by any
\ncourt or governmental agency or body, domestic or foreign, now pending, or, to
\nthe knowledge of the Company, threatened, against or affecting the Company or
\nany of its subsidiaries which might reasonably be expected to result in a
\nMaterial Adverse Effect, or which might reasonably be expected to materially and
\nadversely affect the properties or assets of the Company or any of its
\nsubsidiaries or the consummation of the transactions contemplated by this
\nAgreement or the performance by the Company of its obligations hereunder. The
\naggregate of all pending legal or governmental proceedings to which the Company
\nor any of its subsidiaries is a party or of which any of their respective
\nproperty or assets is the subject which are not described in the Pricing
\nProspectus and Prospectus, including ordinary routine litigation incidental to
\nthe business, could not reasonably be expected to result in a Material Adverse
\nEffect;<\/p>\n

\u00a0<\/p>\n

6<\/p>\n

\u00a0<\/p>\n

\n

(xx) Except as described in the Pricing Prospectus and Prospectus, the
\nCompany and its Significant Subsidiaries own or possess, or can acquire on
\nreasonable terms, adequate patents, patent rights, licenses, inventions,
\ncopyrights, know-how (including trade secrets and other unpatented and\/or
\nunpatentable proprietary or confidential information, systems or procedures),
\ntrademarks, service marks and trade names (collectively, \u00e2\u0080\u009cIntellectual
\nProperty<\/u>\u00e2\u0080\u009d) which in each case are material to the financial condition of the
\nCompany and its subsidiaries, considered as one enterprise, and neither the
\nCompany nor any of its Significant Subsidiaries has received any notice of any
\ninfringement of or conflict with asserted rights of others with respect to any
\nIntellectual Property, which infringement or conflict, singly or in the
\naggregate, could reasonably be expected to result in a Material Adverse Effect;\n<\/p>\n

(xxi) No consent, approval, authorization or order of or qualification with
\nany governmental body or agency is required for the performance by the Company
\nof its obligations under this Agreement, the Indenture or in connection with the
\noffering, issuance and sale of the Securities, except (A)\u00a0such as have been
\nalready obtained or will have been obtained prior to the Closing Date and (B)\u00a0as
\nmay be required under the rules and regulations promulgated under the Act and
\nthe Trust Indenture Act and the rules and regulations thereunder, in each case
\nwith respect to transactions contemplated by the Indenture;<\/p>\n

(xxii) The Company has all necessary consents, authorizations, approvals,
\norders, certificates and permits of and from (collectively, \u00e2\u0080\u009cGovernmental
\nPermits<\/u>\u00e2\u0080\u009d), and has made all declarations and filings with, all federal,
\nstate, local and other governmental authorities, all self-regulatory
\norganizations and all courts and other tribunals, to own, lease, license and use
\nits properties and assets and to conduct its business in the manner described in
\nthe Pricing Prospectus and Prospectus, except to the extent that the failure to
\nobtain or file would not have a Material Adverse Effect; and the Company has not
\nreceived any notice of proceedings relating to the revocation or modification of
\nany such Governmental Permits which, singly or in the aggregate, could
\nreasonably be expected to result in a Material Adverse Effect;<\/p>\n

(xxiii) Except as described in the Pricing Prospectus and Prospectus and
\nexcept as would not, singly or in the aggregate, result in a Material Adverse
\nEffect, (A)\u00a0neither the Company nor any of its subsidiaries is in violation of
\nany federal, state, local or foreign statute, law, rule, regulation, ordinance,
\ncode, policy or rule of common law or any judicial or administrative
\ninterpretation thereof, including any judicial or administrative order, consent,
\ndecree or judgment, relating to pollution or protection of human health, the
\nenvironment (including, without limitation, ambient air, surface water,
\ngroundwater, land surface or subsurface strata) or wildlife, including, without
\nlimitation, laws and regulations relating to the release or threatened release
\nof chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
\nsubstances, petroleum or petroleum products (collectively, \u00e2\u0080\u009cHazardous
\nMaterials<\/u>\u00e2\u0080\u009d) or to the manufacture, processing, distribution, use, treatment,
\nstorage, disposal, transport or handling of Hazardous Materials (collectively,
\n\u00e2\u0080\u009cEnvironmental Laws<\/u>\u00e2\u0080\u009d), (B)\u00a0the Company and its subsidiaries have all
\npermits, authorizations and approvals required under any applicable
\nEnvironmental Laws and are each in compliance with their requirements, (C)\u00a0there
\nare no pending or threatened administrative, regulatory or judicial actions,
\nsuits, demands, demand letters, claims, liens, notices of noncompliance or
\nviolation, investigations or proceedings relating to any Environmental Law
\nagainst the Company or any of its subsidiaries and (D)\u00a0there are no events or
\ncircumstances that might reasonably be expected to form the basis of an order\n<\/p>\n

\u00a0<\/p>\n

7<\/p>\n

\u00a0<\/p>\n

\n

for clean-up or remediation, or an action, suit or proceeding by any private
\nparty or governmental body or agency, against or affecting the Company or any of
\nits subsidiaries relating to Hazardous Materials or any Environmental Laws;<\/p>\n

(xxiv) Neither the Company nor any of its subsidiaries is in violation of any
\nFederal or state law or regulation relating to occupational safety and health or
\nto the storage, handling and transportation of hazardous or toxic materials, the
\nCompany and each of its subsidiaries have received all permits, licenses or
\nother approvals required of them under applicable Federal and state occupational
\nsafety and health laws and Environmental Laws and regulations to conduct their
\nrespective businesses, and the Company and each such subsidiary is in compliance
\nwith all terms and conditions of any such permit, license or approval, except
\nany such violation of law or regulation, failure to receive required permits,
\nlicenses or other approvals or failure to comply with the terms and conditions
\nof such permits, licenses or approvals that would not, singly or in the
\naggregate, result in a Material Adverse Effect, except as described in or
\ncontemplated by the Pricing Prospectus and Prospectus;<\/p>\n

(xxv) The Company and its subsidiaries, taken as a whole, maintain a system
\nof internal accounting controls sufficient to provide reasonable assurances that
\n(A)\u00a0transactions are executed in accordance with management\u00e2\u0080\u0099s general or
\nspecific authorization; (B)\u00a0transactions are recorded as necessary to permit
\npreparation of financial statements in conformity with GAAP and to maintain
\naccountability for assets; (C)\u00a0access to assets is permitted only in accordance
\nwith management\u00e2\u0080\u0099s general or specific authorization; and (D)\u00a0the recorded
\naccountability for assets is compared with the existing assets at reasonable
\nintervals and appropriate action is taken with respect to any differences;<\/p>\n

(xxvi) The Company is not, and after giving effect to the offering and sale
\nof the Securities and the application of the proceeds thereof as described in
\nthe Pricing Prospectus and Prospectus, will not be an \u00e2\u0080\u009cinvestment company,\u00e2\u0080\u009d or
\nan entity \u00e2\u0080\u009ccontrolled\u00e2\u0080\u009d by an investment company, as such terms are defined in
\nthe Investment Company Act of 1940, as amended;<\/p>\n

(xxvii) The Company and each of its subsidiaries are insured by insurers of
\nrecognized financial responsibility against such losses and risks and in such
\namounts as are reasonable and consistent with sound business practice;<\/p>\n

(xxviii) To the knowledge of the Company, neither the Company nor any of its
\nsubsidiaries, nor any of the directors, officers, employees, agents or
\nrepresentatives of the Company or any of its subsidiaries, in conducting the
\nbusiness of the Company or any of its subsidiaries, has taken any action illegal
\nunder the Foreign Corrupt Practices Act of 1977, as amended (the \u00e2\u0080\u009cFCPA\u00e2\u0080\u009d); and
\nthe Company and its subsidiaries have conducted their businesses in compliance
\nwith the FCPA and have instituted and maintained policies and procedures
\ndesigned to promote and achieve compliance with the FCPA;<\/p>\n

(xxix) (A) (i)\u00a0At the time of filing the Registration Statement, (ii)\u00a0at the
\ntime of the most recent amendment thereto, if any, for the purposes of complying
\nwith Section\u00a010(a)(3) of the Act (whether such amendment was by post-effective
\namendment, incorporated report filed pursuant to Section\u00a013 or 15(d) of the
\nExchange Act or form of prospectus), and (iii)<\/p>\n

\u00a0<\/p>\n

8<\/p>\n

\u00a0<\/p>\n

\n

at the time the Company or any person acting on its behalf (within the
\nmeaning, for this clause only, of Rule 163(c) under the Act) made any offer
\nrelating to the Securities in reliance on the exemption of Rule 163 under the
\nAct, the Company was a \u00e2\u0080\u009cwell-known seasoned issuer\u00e2\u0080\u009d as defined in Rule 405 under
\nthe Act; and (B)\u00a0at the earliest time after the filing of the Registration
\nStatement that the Company or another offering participant made a bona fide
\noffer (within the meaning of Rule 164(h)(2) under the Act) of the Securities,
\nthe Company was not an \u00e2\u0080\u009cineligible issuer\u00e2\u0080\u009d as defined in Rule 405 under the Act;
\nand<\/p>\n

(xxx) The Company is subject to the reporting requirements of Section\u00a013 or
\nSection\u00a015(d) of the Exchange Act.<\/p>\n

(b) Officer\u00e2\u0080\u0099s Certificate<\/u>. Any certificate signed by any officer of
\nthe Company and delivered to the Underwriters or counsel for the Underwriters in
\nconnection with the issuance of the Securities shall be deemed a representation
\nand warranty by the Company, as to matters covered thereby, to the Underwriters.\n<\/p>\n

2. Agreements to Sell and Purchase<\/u>. (a)\u00a0The Company hereby agrees to
\nsell to the several Underwriters, and each Underwriter, upon the basis of the
\nrepresentations and warranties herein contained, but subject to the conditions
\nhereinafter stated, agrees, severally and not jointly, to purchase from the
\nCompany the respective principal amount of Securities set forth opposite its
\nname in Schedule I hereto and the Company and the Underwriters agree that the
\nCompany shall receive 99.471% of the aggregate principal amount of the 2017
\nNotes, 99.085% of the aggregate principal amount of the 2022 Notes and 99.110%
\nof the aggregate principal amount of the 2043 Notes, plus accrued interest, in
\neach case, if any, from the Closing Date.<\/p>\n

(b) The Company hereby agrees that, without the prior written consent of the
\nRepresentatives on behalf of the Underwriters, it will not, during the period
\nbeginning on the date of this Agreement and continuing to and including the
\nClosing Date, offer, sell, contract to sell or otherwise dispose of any debt of
\nthe Company or warrants to purchase debt of the Company substantially similar to
\nthe Securities (other than the sale of the Securities under this Agreement).\n<\/p>\n

3. Terms of Offering<\/u>. Upon the authorization by you of the release of
\nthe Securities, the several Underwriters propose to offer the Securities for
\nsale upon the terms and conditions set forth in the Pricing Disclosure Package
\nand Prospectus.<\/p>\n

4. Purchase and Delivery<\/u>. (a)\u00a0Payment for the Securities shall be made
\nto the Company in Federal or other funds immediately available in New York City
\nagainst delivery of such Securities for the respective accounts of the several
\nUnderwriters at 10:00 a.m., New York City time, on May\u00a015,
\n<\/strong>2012, or at such other time on the same or such other date as shall be
\nagreed by the parties. The time and date of such payment are hereinafter
\nreferred to as the \u00e2\u0080\u009cClosing Date.\u00e2\u0080\u009d<\/p>\n

(b) Certificates for the Securities, if any, shall be in global form and
\nregistered in the name of Cede\u00a0& Co., as nominee of the Depository Trust
\nCompany. The certificates evidencing the Securities shall be delivered to the
\nTrustee on the Closing Date for the respective accounts of the several
\nUnderwriters, with any transfer taxes payable in connection with the transfer of
\nthe Securities to the Underwriters duly paid, against payment of the purchase
\nprice therefor plus accrued interest, if any, to the date of payment and
\ndelivery.<\/p>\n

\u00a0<\/p>\n

9<\/p>\n

\u00a0<\/p>\n

\n

5. Free Writing Prospectuses<\/u>. (a)\u00a0(i)\u00a0The Company represents and
\nagrees that, other than the final term sheet prepared and filed pursuant to
\nSection\u00a07(a) hereof, without the prior consent of the Representatives, it has
\nnot made and will not make any offer relating to the Securities that would
\nconstitute a \u00e2\u0080\u009cfree writing prospectus\u00e2\u0080\u009d as defined in Rule 405 under the Act;\n<\/p>\n

(ii) each Underwriter represents and agrees that, without the prior consent
\nof the Company and the Representatives, other than (A)\u00a0one or more customary
\nBloomberg screens to offer the Securities or convey the pricing terms thereof
\nand (B)\u00a0one or more term sheets relating to the Securities containing customary
\ninformation and conveyed to purchasers of Securities, it has not made and will
\nnot make any offer relating to the Securities that would constitute a free
\nwriting prospectus required to be filed with the Commission; and<\/p>\n

(iii) any such free writing prospectus the use of which has been consented to
\nby the Company and the Representatives (other than the final term sheet prepared
\nand filed pursuant to Section\u00a07(a) hereof) is listed on Schedule II(a) hereto.\n<\/p>\n

(b) The Company has complied and will comply with the requirements of Rule
\n433 under the Act applicable to any Issuer Free Writing Prospectus, including
\ntimely filing with the Commission or retention where required and legending.\n<\/p>\n

(c) The Company agrees that if at any time following issuance of an Issuer
\nFree Writing Prospectus any event occurred or occurs as a result of which such
\nIssuer Free Writing Prospectus would conflict with the information in the
\nRegistration Statement, the Pricing Prospectus or the Prospectus or would
\ninclude an untrue statement of a material fact or omit to state any material
\nfact necessary in order to make the statements therein, in the light of the
\ncircumstances then prevailing, not misleading, the Company will give prompt
\nnotice thereof to the Representatives, and if requested by the Representatives,
\nwill prepare and furnish without charge to each Underwriter an Issuer Free
\nWriting Prospectus or other document which will correct such conflict, statement
\nor omission; provided, however,<\/em> that this representation and warranty
\nshall not apply to any statements or omissions in an Issuer Free Writing
\nProspectus made in reliance upon and in conformity with information furnished in
\nwriting to the Company by an Underwriter through the Representatives expressly
\nfor use therein.<\/p>\n

6. Conditions to the Underwriters\u00e2\u0080\u0099 Obligations<\/u>. The several
\nobligations of the Underwriters to purchase and pay for the Securities on the
\nClosing Date are subject to the following conditions:<\/p>\n

(a) The Prospectus shall have been filed with the Commission pursuant to Rule
\n424(b) under the Act within the applicable time period prescribed for such
\nfiling by the rules and regulations under the Act and in accordance with
\nSection\u00a07(a) hereof; the final term sheet contemplated by Section\u00a07(a) hereof,
\nand any other material required to be filed by the Company pursuant to Rule
\n433(d) under the Act, shall have been filed with the Commission within the
\napplicable time periods prescribed for such filings by Rule 433; no stop<\/p>\n

\u00a0<\/p>\n

10<\/p>\n

\u00a0<\/p>\n

\n

order suspending the effectiveness of the Registration Statement or any part
\nthereof shall have been issued and no proceeding for that purpose shall have
\nbeen initiated or threatened by the Commission and no notice of objection of the
\nCommission to the use of the Registration Statement or any post-effective
\namendment thereto pursuant to Rule 401(g)(2) under the Act shall have been
\nreceived; no stop order suspending or preventing the use of the Prospectus or
\nany Issuer Free Writing Prospectus shall have been initiated or threatened by
\nthe Commission; and all requests for additional information on the part of the
\nCommission shall have been complied with to your reasonable satisfaction.<\/p>\n

(b) Subsequent to the execution and delivery of this Agreement and prior to
\nthe Closing Date:<\/p>\n

(i) there shall not have occurred any downgrading, nor shall any notice have
\nbeen given of any intended or potential downgrading or of any review for a
\npossible change that does not indicate the direction of the possible change, in
\nthe rating accorded of any of the Company\u00e2\u0080\u0099s securities by any \u00e2\u0080\u009cnationally
\nrecognized statistical rating organization,\u00e2\u0080\u009d as such term is defined for
\npurposes of Rule 436(g)(2) under the Act; and<\/p>\n

(ii) there shall not have been, since the date of this Agreement or since the
\nrespective dates as of which information is given in the Pricing Prospectus and
\nProspectus, any material adverse change in the financial condition or in the
\nearnings of the Company and its subsidiaries, taken as a whole.<\/p>\n

(c) The Underwriters shall have received on the Closing Date, a certificate,
\ndated as of the date of the Closing Date and signed by the chief executive
\nofficer or the chief financial officer of the Company, to the effect set forth
\nin Section\u00a06(b)(i) and to the effect that (i)\u00a0the representations and warranties
\nof the Company contained in this Agreement are true and correct in all material
\nrespects as of the Closing Date and (ii)\u00a0the Company has complied in all
\nmaterial respects with all of the agreements and satisfied in all material
\nrespects all of the conditions on its part to be performed or satisfied
\nhereunder on or before the Closing Date.<\/p>\n

The officer signing and delivering such certificate may rely upon the best of
\nhis or her knowledge as to proceedings threatened.<\/p>\n

(d) The Underwriters shall have received on the Closing Date an opinion or
\nopinions and a negative assurances letter of Latham\u00a0& Watkins LLP, outside
\ncounsel for the Company, dated the date of the Closing Date, substantially in
\nthe forms set forth in Exhibit A.<\/p>\n

(e) The Underwriters shall have received on the Closing Date an opinion of
\nthe Company\u00e2\u0080\u0099s general counsel or any assistant general counsel, dated the date
\nof the Closing Date, substantially in the form set forth in Exhibit B.<\/p>\n

(f) The Underwriters shall have received on the Closing Date, an opinion of
\nShearman\u00a0& Sterling LLP, counsel for the Underwriters, dated the date of the
\nClosing Date, covering the matters set forth in Exhibit C.<\/p>\n

\u00a0<\/p>\n

11<\/p>\n

\u00a0<\/p>\n

\n

(g) The Underwriters and the board of directors of the Company shall have
\nreceived on the date hereof, on the effective date of any post-effective
\namendment to the Registration Statement filed subsequent to the date of this
\nAgreement and also on the Closing Date, a letter, dated the respective dates of
\ndelivery thereof, in form and substance reasonably satisfactory to the
\nUnderwriters, from Ernst\u00a0& Young LLP, independent registered public
\naccountants, containing statements and information of the type ordinarily
\nincluded in accountants\u00e2\u0080\u0099 \u00e2\u0080\u009ccomfort letters\u00e2\u0080\u009d to underwriters with respect to the
\nfinancial statements and certain financial information contained in or
\nincorporated by reference into the Registration Statement.<\/p>\n

7. Covenants of the Company<\/u>. In further consideration of the
\nagreements of the Underwriters contained in this Agreement, the Company
\ncovenants and agrees with each Underwriter as follows:<\/p>\n

(a) To prepare the Prospectus in a form approved by you and to file such
\nProspectus pursuant to Rule 424(b) under the Act not later than the Commission\u00e2\u0080\u0099s
\nclose of business on the second business day following the date of this
\nAgreement; to make no further amendment or any supplement to the Registration
\nStatement, the Basic Prospectus or the Prospectus prior to the Closing Date
\nwhich shall be disapproved by you promptly after reasonable notice thereof; to
\nadvise you, promptly after it receives notice thereof, of the time when any
\namendment to the Registration Statement has been filed or becomes effective or
\nany amendment or supplement to the Prospectus has been filed and to furnish you
\nwith copies thereof; to prepare a final term sheet, containing solely a
\ndescription of the Securities, in a form approved by you and to file such term
\nsheet pursuant to Rule 433(d) under the Act within the time required by such
\nRule; to file promptly all other material required to be filed by the Company
\nwith the Commission pursuant to Rule 433(d) under the Act; to file promptly all
\nreports and any definitive proxy or information statements required to be filed
\nby the Company with the Commission pursuant to Section\u00a013(a), 13(c), 14 or 15(d)
\nof the Exchange Act subsequent to the date of the Prospectus and for so long as
\nthe delivery of a prospectus (or in lieu thereof, the notice referred to in Rule
\n173(a) under the Act) is required in connection with the offering or sale of the
\nSecurities; to advise you, promptly after it receives notice thereof, of the
\nissuance by the Commission of any stop order or of any order preventing or
\nsuspending the use of any Preliminary Prospectus or other prospectus in respect
\nof the Securities, of any notice of objection of the Commission to the use of
\nthe Registration Statement or any post-effective amendment thereto pursuant to
\nRule 401(g)(2) under the Act, of the suspension of the qualification of the
\nSecurities for offering or sale in any jurisdiction, of the initiation or
\nthreatening of any proceeding for any such purpose, or of any request by the
\nCommission for the amending or supplementing of the Registration Statement or
\nthe Prospectus or for additional information; and, in the event of the issuance
\nof any stop order or of any order preventing or suspending the use of any
\nPreliminary Prospectus or other prospectus or suspending any such qualification,
\nto promptly use its commercially reasonable efforts to obtain the withdrawal of
\nsuch order; and in the event of any such issuance of a notice of objection,
\npromptly to take such steps including, without limitation, amending the
\nRegistration Statement or filing a new registration statement, at its own
\nexpense, as may be necessary to permit offers and sales of the Securities by the
\nUnderwriters (references herein to the Registration Statement shall include any
\nsuch amendment or new registration statement).<\/p>\n

\u00a0<\/p>\n

12<\/p>\n

\u00a0<\/p>\n

\n

(b) If required by Rule 430B(h) under the Act, to prepare a form of
\nprospectus in a form approved by you and to file such form of prospectus
\npursuant to Rule 424(b) under the Act not later than may be required by Rule
\n424(b) under the Act; and to make no further amendment or supplement to such
\nform of prospectus which shall be disapproved by you promptly after reasonable
\nnotice thereof.<\/p>\n

(c) If by the third anniversary (the \u00e2\u0080\u009cRenewal Deadline<\/u>\u00e2\u0080\u009d) of the
\ninitial effective date of the Registration Statement, any of the Securities
\nremain unsold by the Underwriters, the Company will file, if it has not already
\ndone so and is eligible to do so, a new automatic shelf registration statement
\nrelating to the Securities, in a form reasonably satisfactory to you. If at the
\nRenewal Deadline the Company is no longer eligible to file an automatic shelf
\nregistration statement, the Company will, if it has not already done so, file a
\nnew shelf registration statement relating to the Securities, in a form
\nreasonably satisfactory to you and will use its commercially reasonable efforts
\nto cause such registration statement to become effective within 180 days after
\nthe Renewal Deadline. The Company will take all other action reasonably
\nnecessary or appropriate to permit the public offering and sale of the
\nSecurities to continue as contemplated in the expired registration statement
\nrelating to the Securities. References herein to the Registration Statement
\nshall include such new automatic shelf registration statement or such new shelf
\nregistration statement, as the case may be.<\/p>\n

(d) Prior to 5:00 p.m., New York City time, on the New York business day next
\nsucceeding the date of this Agreement and from time to time, to furnish the
\nUnderwriters with written and electronic copies of the Prospectus in New York
\nCity in such quantities as you may reasonably request, and, if the delivery of a
\nprospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
\nAct) is required at any time prior to the expiration of nine months after the
\ntime of issue of the Prospectus in connection with the offering or sale of the
\nSecurities and if at such time any event shall have occurred as a result of
\nwhich the Prospectus as then amended or supplemented would include an untrue
\nstatement of a material fact or omit to state any material fact necessary in
\norder to make the statements therein, in the light of the circumstances under
\nwhich they were made when such Prospectus (or in lieu thereof, the notice
\nreferred to in Rule 173(a) under the Act) is delivered, not misleading, or, if
\nfor any other reason it shall be necessary during such same period to amend or
\nsupplement the Prospectus or to file under the Exchange Act any document
\nincorporated by reference in the Prospectus in order to comply with the Act, the
\nExchange Act or the Trust Indenture Act, to notify you and upon your request to
\nfile such document and to prepare and furnish without charge to each Underwriter
\nand to any dealer in securities as many written and electronic copies as you may
\nfrom time to time reasonably request of an amended Prospectus or a supplement to
\nthe Prospectus which will correct such statement or omission or effect such
\ncompliance; and in case any Underwriter is required to deliver a prospectus (or
\nin lieu thereof, the notice referred to in Rule 173(a) under the Act) in
\nconnection with sales of any of the Securities at any time nine months or more
\nafter the time of issue of the Prospectus, upon your request but at the expense
\nof such Underwriter, to prepare and deliver to such Underwriter as many written
\nand electronic copies as you may request of an amended or supplemented
\nProspectus complying with Section\u00a010(a)(3) of the Act.<\/p>\n

(e) To make generally available to its securityholders as soon as
\npracticable, but in any event not later than sixteen months after the effective
\ndate of the<\/p>\n

\u00a0<\/p>\n

13<\/p>\n

\u00a0<\/p>\n

\n

Registration Statement (as defined in Rule 158(c) under the Act), an earnings
\nstatement of the Company and its subsidiaries (which need not be audited)
\ncomplying with Section\u00a011(a) of the Act and the rules and regulations of the
\nCommission thereunder (including, at the option of the Company, Rule 158).<\/p>\n

(f) To pay the required Commission filing fees relating to the Securities
\nwithin the time required by Rule 456(b)(1) under the Act without regard to the
\nproviso therein and otherwise in accordance with Rules 456(b) and 457(r) under
\nthe Act.<\/p>\n

(g) To endeavor to qualify the Securities for offer and sale under the
\nsecurities or Blue Sky laws of such jurisdictions as you shall reasonably
\nrequest provided, however<\/em>, that the Company shall not be required to
\n(i)\u00a0qualify as a foreign corporation or as a dealer in securities in any
\njurisdiction where it would not otherwise be required to qualify but for this
\nSection\u00a07(g), (ii)\u00a0file any general consent to service of process, (iii)\u00a0subject
\nitself to taxation in any such jurisdiction if it is not so subject or (iv)\u00a0make
\nany changes to its certificate of incorporation or bylaws.<\/p>\n

(h) Whether or not the transactions contemplated in this Agreement are
\nconsummated or this Agreement is terminated, to pay or cause to be paid all
\nexpenses incident to the performance of its obligations under this Agreement,
\nincluding: (i)\u00a0the fees, disbursements and expenses of the Company\u00e2\u0080\u0099s counsel and
\nthe Company\u00e2\u0080\u0099s accountants in connection with the registration of the Securities
\nand all other fees or expenses of the Company in connection with the
\npreparation, printing, production and filing of the Registration Statement, the
\nBasic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus
\nand the Prospectus and any amendments and supplements thereto and the mailing
\nand delivering of copies thereof to the Underwriters and dealers, (ii)\u00a0all costs
\nand expenses related to the preparation, issuance and delivery of the Securities
\nto the Underwriters, including any transfer or other taxes payable thereon,
\n(iii)\u00a0all expenses in connection with the qualification of the Securities for
\noffer and sale under state securities laws as provided in Section\u00a07(g) hereof,
\nincluding filing fees and the reasonable fees and disbursements of counsel for
\nthe Underwriters in connection with such qualification and in connection with
\nthe preparation of any Blue Sky or legal investment memorandum; (iv)\u00a0any fees
\ncharged by rating agencies for the rating of the Securities, (v)\u00a0any filing fees
\nincident to, and any fees and disbursements of counsel for the Underwriters in
\nconnection with, any required review by the Financial Industry Regulatory
\nAuthority of the terms of the sale of the Securities; (vi)\u00a0the costs and charges
\nof the Trustee, and (vii)\u00a0all other cost and expenses incident to the
\nperformance of the obligations of the Company hereunder for which provision is
\nnot otherwise made in this Section. It is understood, however, that except as
\nprovided in clauses (iii)\u00a0and (v)\u00a0of this Section\u00a07(h), and the last paragraph
\nof Section\u00a010, the Underwriters will pay all of their costs and expenses,
\nincluding fees and disbursements of their counsel, transfer taxes payable on
\nresale of any of the Securities by them and any advertising expenses connected
\nwith any offers they may make.<\/p>\n

8. Indemnity and Contribution<\/u>. (a)\u00a0The Company will indemnify and hold
\nharmless each Underwriter against any losses, claims, damages or liabilities,
\njoint or several, to which such Underwriter may become subject, under the Act or
\notherwise, insofar as such losses, claims, damages or liabilities (or actions in
\nrespect thereof) arise out of or are based upon an untrue statement or alleged
\nuntrue statement of a material fact contained in the Registration<\/p>\n

\u00a0<\/p>\n

14<\/p>\n

\u00a0<\/p>\n

\n

Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing
\nProspectus or the Prospectus, or any amendment or supplement thereto, any Issuer
\nFree Writing Prospectus or any \u00e2\u0080\u009cissuer information\u00e2\u0080\u009d filed or required to be
\nfiled pursuant to Rule 433(d) under the Act, or arise out of or are based upon
\nthe omission or alleged omission to state therein a material fact required to be
\nstated therein or necessary to make the statements therein not misleading, and
\nwill reimburse such Underwriter for any legal or other expenses reasonably
\nincurred by it in connection with investigating or defending any such action or
\nclaim as such expenses are incurred; provided, however<\/em>, that the
\nCompany shall not be liable in any such case to the extent that any such loss,
\nclaim, damage or liability arises out of or is based upon an untrue statement or
\nalleged untrue statement or omission or alleged omission made in the
\nRegistration Statement, the Basic Prospectus, any Preliminary Prospectus, the
\nPricing Prospectus or the Prospectus, or any amendment or supplement thereto, or
\nany Issuer Free Writing Prospectus relating to the Securities, or in any such
\namendment or supplement thereto, in reliance upon and in conformity with written
\ninformation furnished to the Company by such Underwriter expressly for use
\ntherein.<\/p>\n

(b) Each Underwriter will severally and not jointly indemnify and hold
\nharmless the Company against any losses, claims, damages or liabilities to which
\nthe Company may become subject, under the Act or otherwise, insofar as such
\nlosses, claims, damages or liabilities (or actions in respect thereof) arise out
\nof or are based upon an untrue statement or alleged untrue statement of a
\nmaterial fact contained in the Registration Statement, the Basic Prospectus, any
\nPreliminary Prospectus, the Pricing Prospectus or the Prospectus, or any
\namendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise
\nout of or are based upon the omission or alleged omission to state therein a
\nmaterial fact required to be stated therein or necessary to make the statements
\ntherein not misleading, in each case to the extent, but only to the extent, that
\nsuch untrue statement or alleged untrue statement or omission or alleged
\nomission was made in the Registration Statement, the Basic Prospectus, any
\nPreliminary Prospectus, the Pricing Prospectus or the Prospectus, or any
\namendment or supplement thereto, or any Issuer Free Writing Prospectus relating
\nto the Securities, in reliance upon and in conformity with written information
\nfurnished to the Company by such Underwriter expressly for use therein; and will
\nreimburse the Company for any legal or other expenses reasonably incurred by the
\nCompany in connection with investigating or defending any such action or claim
\nas such expenses are incurred.<\/p>\n

(c) As promptly as reasonably practical after receipt by an indemnified party
\nunder paragraph (a)\u00a0or (b)\u00a0above of notice of the commencement of any action,
\nsuch indemnified party shall, if a claim in respect thereof is to be made
\nagainst the indemnifying party under such subsection, notify the indemnifying
\nparty in writing of the commencement thereof; but the omission so to notify the
\nindemnifying party shall not relieve it of its obligations (i)\u00a0under paragraph
\n(a)\u00a0or (b), as applicable, of this Section\u00a08 unless and only to the extent that
\nthe indemnifying party is materially prejudiced by the failure to notify, or
\n(ii)\u00a0from any liability which it may have to any indemnified party otherwise
\nthan under such applicable subsection. In case any such action shall be brought
\nagainst any indemnified party and it shall notify the indemnifying party of the
\ncommencement thereof, the indemnifying party shall be entitled to participate
\ntherein and, to the extent that it shall wish, jointly with any other
\nindemnifying party similarly notified, to assume the defense thereof, and retain
\ncounsel reasonably satisfactory to the indemnified party to represent the
\nindemnified party and any others the indemnifying party may<\/p>\n

\u00a0<\/p>\n

15<\/p>\n

\u00a0<\/p>\n

\n

designate in such proceeding and shall pay the fees and disbursements of such
\ncounsel related to such proceeding. In any such proceeding, any indemnified
\nparty shall have the right to retain its own counsel, but the fees and expenses
\nof such counsel shall be at the expense of such indemnified party unless (1)\u00a0the
\nindemnifying party and the indemnified party shall have mutually agreed to the
\nretention of such counsel or (2)\u00a0the named parties to any such proceeding
\n(including any impleaded parties) include both the indemnifying party and the
\nindemnified party and representation of both parties by the same counsel would,
\nin the written opinion of legal counsel to the indemnified party, be
\ninappropriate due to actual or potential differing interests between them.<\/p>\n

It is understood that the indemnifying party shall not, in respect of the
\nlegal expenses of any indemnified party in connection with any proceeding or
\nrelated proceedings in the same jurisdiction, be liable for the fees and
\nexpenses of more than one separate firm (in addition to any local counsel) for
\nall such indemnified parties and that all such fees and expenses shall be
\nreimbursed as they are incurred. Such firm shall be designated in writing by the
\nRepresentatives or, if none of the Representatives is an indemnified party and
\nis not reasonably likely to become an indemnified party, by the Underwriters
\nthat are indemnified parties, in the case of parties indemnified pursuant to
\nparagraph (a)\u00a0above, and by the Company, in the case of parties indemnified
\npursuant to paragraph (b)\u00a0above. No indemnifying party shall, without the
\nwritten consent of the indemnified party, effect the settlement or compromise
\nof, or consent to the entry of any judgment with respect to, any pending or
\nthreatened action or claim in respect of which indemnification or contribution
\nmay be sought hereunder (whether or not the indemnified party is an actual or
\npotential party to such action or claim) unless such settlement, compromise or
\njudgment (i)\u00a0includes an unconditional release of the indemnified party from all
\nliability arising out of such action or claim and (ii)\u00a0does not include a
\nstatement as to, or an admission of, fault, culpability or a failure to act, by
\nor on behalf of any indemnified party.<\/p>\n

(d) If the indemnification provided for in this Section\u00a08 is unavailable or
\ninsufficient to hold harmless an indemnified party under subsection (a)\u00a0or
\n(b)\u00a0above in respect of any losses, claims, damages or liabilities (or actions
\nin respect thereof) referred to therein, then each indemnifying party shall
\ncontribute to the amount paid or payable by such indemnified party as a result
\nof such losses, claims, damages or liabilities (or actions in respect thereof)
\nin such proportion as is appropriate to reflect the relative benefits received
\nby the Company on the one hand and each Underwriter on the other from the
\noffering of the Securities to which such loss, claim, damage or liability (or
\naction in respect thereof) relates. If, however, the allocation provided by the
\nimmediately preceding sentence is not permitted by applicable law, then each
\nindemnifying party shall contribute to such amount paid or payable by such
\nindemnified party in such proportion as is appropriate to reflect not only such
\nrelative benefits but also the relative fault of the Company on the one hand and
\neach Underwriter on the other in connection with the statements or omissions
\nwhich resulted in such losses, claims, damages or liabilities (or actions in
\nrespect thereof), as well as any other relevant equitable considerations. The
\nrelative benefits received by the Company on the one hand and each Underwriter
\non the other shall be deemed to be in the same proportion as the total net
\nproceeds from the sale of Securities (before deducting expenses) received by the
\nCompany bear to the total commissions and discounts received by such Underwriter
\nin respect thereof. The relative fault shall be determined by reference to,
\namong other things, whether the untrue or alleged untrue statement of a material
\nfact or the omission or alleged omission to state a material fact required to be
\nstated therein or necessary in<\/p>\n

\u00a0<\/p>\n

16<\/p>\n

\u00a0<\/p>\n

\n

order to make the statements therein not misleading relates to information
\nsupplied by the Company on the one hand or by any Underwriter on the other and
\nthe parties\u00e2\u0080\u0099 relative intent, knowledge, access to information and opportunity
\nto correct or prevent such statement or omission. The Company and each
\nUnderwriter agree that it would not be just and equitable if contribution
\npursuant to this subsection (d)\u00a0were determined by pro rata allocation (even if
\nall Underwriters were treated as one entity for such purpose) or by any other
\nmethod of allocation which does not take account of the equitable considerations
\nreferred to above in this subsection (d). The amount paid or payable by an
\nindemnified party as a result of the losses, claims, damages or liabilities (or
\nactions in respect thereof) referred to above in this subsection (d)\u00a0shall be
\ndeemed to include any legal or other expenses reasonably incurred by such
\nindemnified party in connection with investigating or defending any such action
\nor claim. Notwithstanding the provisions of this subsection (d), an Underwriter
\nshall not be required to contribute any amount in excess of the amount by which
\nthe total price at which the Securities that were offered and sold to the public
\nthrough such Underwriter exceeds the amount of any damages which such
\nUnderwriter has otherwise been required to pay by reason of such untrue or
\nalleged untrue statement or omission or alleged omission. No person guilty of
\nfraudulent misrepresentation (within the meaning of Section\u00a011(f) of the Act)
\nshall be entitled to contribution from any person who was not guilty of such
\nfraudulent misrepresentation. The obligations of each of the Underwriters under
\nthis subsection (d)\u00a0to contribute are several in proportion to the respective
\npurchases made by or through each such Underwriter to which such loss, claim,
\ndamage or liability (or action in respect thereof) relates and are not joint.\n<\/p>\n

(e) The obligations of the Company under this Section\u00a08 shall be in addition
\nto any liability which the Company may otherwise have and shall extend, upon the
\nsame terms and conditions, to each officer, director, employee, agent or
\naffiliate of any Underwriter and to each person, if any, who controls any
\nUnderwriter within the meaning of Section\u00a015 of the Act or Section\u00a020 of the
\nExchange Act; and the obligations of each Underwriter under this Section\u00a08 shall
\nbe in addition to any liability which such Underwriter may otherwise have and
\nshall extend, upon the same terms and conditions, to each officer and director
\nof the Company and to each person, if any, who controls the Company within the
\nmeaning of Section\u00a015 of the Act or Section\u00a020 of the Exchange Act.<\/p>\n

9. Termination<\/u>. This Agreement shall be subject to termination in the
\nUnderwriters\u00e2\u0080\u0099 absolute discretion, by written notice to the Company, if
\n(a)\u00a0after the execution and delivery of this Agreement and prior to the Closing
\nDate (i)\u00a0trading generally shall have been suspended or materially limited on or
\nby, as the case may be, any of the New York Stock Exchange, the American Stock
\nExchange or the Nasdaq National Market, (ii)\u00a0trading of any securities of the
\nCompany shall have been suspended on any exchange or in any over-the-counter
\nmarket, (iii)\u00a0a general moratorium on commercial banking activities in New York
\nshall have been declared by either Federal or New York State authorities, or
\n(iv)\u00a0there shall have occurred any outbreak or escalation of hostilities or any
\nchange in financial markets or any calamity or crisis that, in the judgment of
\nthe Underwriters, is material and adverse and (b)\u00a0in the case of any of the
\nevents specified in clauses (a)(i) through (iv), such event, singly or together
\nwith any other such event, makes it, in the judgment of the Underwriters,
\nimpracticable to market the Securities on the terms and in the manner
\ncontemplated in the Pricing Disclosure Package and Prospectus.<\/p>\n

\u00a0<\/p>\n

17<\/p>\n

\u00a0<\/p>\n

\n

10. Effectiveness; Defaulting Underwriters<\/u>. This Agreement shall
\nbecome effective upon the execution and delivery hereof by the parties hereto.\n<\/p>\n

If, on the Closing Date, any one or more of the Underwriters shall fail or
\nrefuse to purchase Securities that it or they have agreed to purchase hereunder
\non such date, and the aggregate principal amount of Securities which such
\ndefaulting Underwriter or Underwriters agreed but failed or refused to purchase
\nis not more than one-tenth of the aggregate principal amount of Securities to be
\npurchased on such date, the other Underwriters shall be obligated severally in
\nthe proportions that the principal amount of Securities set forth opposite their
\nrespective names in Schedule I bears to the aggregate principal amount of
\nSecurities set forth opposite the names of all such non-defaulting Underwriters,
\nor in such other proportions as you may specify, to purchase the Securities
\nwhich such defaulting Underwriter or Underwriters agreed but failed or refused
\nto purchase on such date; provided <\/em>that in no event shall the principal
\namount of Securities that any Underwriter has agreed to purchase pursuant to
\nthis Agreement be increased pursuant to this Section\u00a010 by an amount in excess
\nof one-ninth of such principal amount of Securities without the written consent
\nof such Underwriter. If, on the Closing Date any Underwriter or Underwriters
\nshall fail or refuse to purchase Securities which it or they have agreed to
\npurchase hereunder on such date and the aggregate principal amount of Securities
\nwith respect to which such default occurs is more than one-tenth of the
\naggregate principal amount of Securities to be purchased on such date, and
\narrangements satisfactory to you and the Company for the purchase of such
\nSecurities are not made within 36 hours after such default, this Agreement shall
\nterminate without liability on the part of any non-defaulting Underwriter or of
\nthe Company. In any such case either you or the Company shall have the right to
\npostpone the Closing Date, but in no event for longer than seven days, in order
\nthat the required changes, if any, in the Prospectus or in any other documents
\nor arrangements may be effected. Any action taken under this paragraph shall not
\nrelieve any defaulting Underwriter from liability in respect of any default of
\nsuch Underwriter under this Agreement.<\/p>\n

If this Agreement shall be terminated by the Underwriters, or any of them,
\nbecause of any failure or refusal on the part of the Company to comply with the
\nterms or to fulfill any of the conditions of this Agreement, or if for any
\nreason the Company shall be unable to perform its obligations under this
\nAgreement (except if the Company shall be unable to so perform as a result of
\nany default by any Underwriter as contemplated above), the Company will
\nreimburse the Underwriters or such Underwriters as have so terminated this
\nAgreement with respect to themselves, severally, for all out-of-pocket expenses
\n(including the fees and disbursements of their counsel) reasonably incurred by
\nsuch Underwriters in connection with this Agreement or the offering contemplated
\nhereunder.<\/p>\n

11. Counterparts<\/u>. This Agreement may be executed in any number of
\ncounterparts and by the parties in separate counterparts, each of which when so
\nexecuted shall be deemed to be an original and all of which taken together shall
\nconstitute one and the same agreement.<\/p>\n

12. Applicable Law<\/u>. This Agreement shall be governed by the laws of
\nthe State of New York, including, without limitation, Section\u00a05-1401 of the New
\nYork General Obligations Law.<\/p>\n

\u00a0<\/p>\n

18<\/p>\n

\u00a0<\/p>\n

\n

13. Severability<\/u>. In the event that any one or more of the provisions
\ncontained herein, or the application thereof in any circumstance, is held
\ninvalid, illegal or unenforceable, the validity, legality and enforceability of
\nany such provision in every other respect and of the remaining provisions
\ncontained herein shall not be affected or impaired thereby.<\/p>\n

14. Section References<\/u>. Unless otherwise indicated, references in this
\nAgreement to sections are to the sections of this Agreement.<\/p>\n

15. Headings<\/u>. The headings in this Agreement are for convenience of
\nreference only and shall not limit or otherwise affect the construction hereof.\n<\/p>\n

16. Notice<\/u>. All notices and other communications hereunder shall be in
\nwriting and shall be deemed to have been duly given if mailed or transmitted by
\nany standard form of telecommunication. Notices to the Underwriters shall be
\ndirected to Goldman, Sachs\u00a0& Co. at 200 West Street, New York, NY 10282,
\nAttention: Registration Department, to J.P. Morgan Securities LLC at 383 Madison
\nAvenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk
\n(facsimile no. 212-834-6081), to Merrill Lynch, Pierce, Fenner\u00a0& Smith
\nIncorporated at One Bryant Park, New York, NY 10036, Attention: High Grade
\nTransaction Management\/Legal (facsimile no. 212-901-7881), and to Morgan
\nStanley\u00a0& Co. LLC at 1585 Broadway, New York, NY 10036, Attention: Global
\nCapital Markets Syndicate Desk (facsimile no. 212-761-0538), with a copy to
\nShearman\u00a0& Sterling LLP at Four Embarcadero Center, San Francisco,
\nCalifornia 94111 (facsimile no. 415-616-1199), Attention: John D. Wilson;
\nnotices to the Company shall be directed to it at One Amgen Center Drive,
\nThousand Oaks, California 91320-1799 (facsimile no. 805-499-8011), Attention:
\nCorporate Secretary, with a copy to Latham\u00a0& Watkins LLP, 355 South Grand
\nAvenue, Los Angeles, California 90071 (facsimile no. 213-891-8763), Attention:
\nScott Hodgkins and Latham\u00a0& Watkins LLP, 885 Third Avenue, New York, New
\nYork 10022 (facsimile no. 212-751-4864), Attention: Greg Rodgers.<\/p>\n

In accordance with the requirements of the USA Patriot Act (Title III of Pub.
\nL. 107-56 (signed into law October\u00a026, 2001)), the Underwriters are required to
\nobtain, verify and record information that identifies their respective clients,
\nincluding the Company, which information may include the name and address of
\ntheir respective clients, as well as other information that will allow the
\nUnderwriters to properly identify their respective clients.<\/p>\n

17. No Advisory or Fiduciary Relationship<\/u>. The Company acknowledges
\nand agrees that (a)\u00a0the purchase and sale of the Securities pursuant to this
\nAgreement, including the determination of the offering price of the Securities
\nand any related discounts and commissions, is an arm\u00e2\u0080\u0099s-length commercial
\ntransaction between the Company, on the one hand, and the several Underwriters,
\non the other hand, (b)\u00a0in connection with the offering contemplated hereby and
\nthe process leading to such transaction each Underwriter is and has been acting
\nsolely as a principal and is not the agent or fiduciary of the Company, or its
\nstockholders, creditors, employees or any other party, (c)\u00a0no Underwriter has
\nassumed or will assume an advisory or fiduciary responsibility in favor of the
\nCompany with respect to the offering contemplated hereby or the process leading
\nthereto (irrespective of whether such Underwriter has advised or is currently
\nadvising the Company on other matters) and no Underwriter has any obligation to
\nthe Company with respect to the offering contemplated hereby except the
\nobligations expressly set forth in this Agreement, (d)\u00a0the Underwriters and
\ntheir respective affiliates may be engaged in a<\/p>\n

\u00a0<\/p>\n

19<\/p>\n

\u00a0<\/p>\n

\n

broad range of transactions that involve interests that differ from those of
\neach of the Company, and (e)\u00a0the Underwriters have not provided any legal,
\naccounting, regulatory or tax advice with respect to the offering contemplated
\nhereby and the Company has consulted its own legal, accounting, regulatory and
\ntax advisors to the extent it deemed appropriate.<\/p>\n

18. Integration<\/u>. This Agreement supersedes all prior agreements and
\nunderstandings (whether written or oral) between the Company and the
\nUnderwriters, or any of them, with respect to the subject matter hereof.<\/p>\n

[Remainder of page intentionally left blank]<\/p>\n

\u00a0<\/p>\n

20<\/p>\n

\u00a0<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Very truly yours,<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
AMGEN INC.<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
By:<\/td>\n<\/td>\n\n

\/s\/ Jonathan M. Peacock<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\nName:<\/td>\n<\/td>\nJonathan M. Peacock<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nTitle:<\/td>\n<\/td>\n\n

Executive Vice President and
\nChief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to Underwriting Agreement <\/em><\/p>\n

\u00a0<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Accepted as of the date hereof:<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
GOLDMAN, SACHS\u00a0& CO.<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
By:<\/td>\n<\/td>\n\n

\/s\/ Goldman, Sachs & Co.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n(Goldman, Sachs & Co.)<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
J.P. MORGAN SECURITIES LLC<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
By:<\/td>\n<\/td>\n\n

\/s\/ Stephen L. Sheiner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\nName: Stephen L. Sheiner<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nTitle: Executive Director<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

MERRILL LYNCH, PIERCE, FENNER\u00a0& SMITH<\/p>\n

INCORPORATED<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
By:<\/td>\n<\/td>\n\n

\/s\/ Chris Mead<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\nName: Chris Mead<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nTitle: Managing Director<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
MORGAN STANLEY\u00a0& CO. LLC<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
By:<\/td>\n<\/td>\n\n

\/s\/ Yurij Slyz<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\nName: Yurij Slyz<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nTitle: Executive Director<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Acting severally on behalf of themselves and the several Underwriters named
\nin Schedule I hereto.<\/p>\n

Signature Page to Underwriting Agreement <\/em><\/p>\n

\u00a0<\/p>\n

\n

SCHEDULE I<\/u> <\/strong><\/p>\n

\u00a0<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
UNDERWRITERS<\/strong><\/td>\n<\/td>\nPRINCIPAL\u00a0AMOUNT\u00a0OF
\nSECURITIES TO BE
\nPURCHASED<\/strong><\/td>\n		<\/td>\n<\/tr>\n
\n

2.125% SENIOR NOTES DUE 2017<\/strong><\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Goldman, Sachs\u00a0& Co.<\/p>\n<\/td>\n

<\/td>\n$<\/td>\n225,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n225,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Merrill Lynch, Pierce, Fenner\u00a0& Smith Incorporated<\/p>\n<\/td>\n

<\/td>\n<\/td>\n225,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Morgan Stanley\u00a0& Co. LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n225,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

UBS Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n87,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

Barclays Capital Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n37,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n37,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

Credit Suisse Securities (USA) LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n37,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

Deutsche Bank Securities Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n37,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

Mitsubishi UFJ Securities (USA), Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n37,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

HSBC Securities (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n25,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

SMBC Nikko Capital Markets Limited<\/p>\n<\/td>\n

<\/td>\n<\/td>\n25,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n25,000,000<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total:<\/p>\n<\/td>\n

<\/td>\n$<\/td>\n1,250,000,000<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

3.625% SENIOR NOTES DUE 2022<\/u><\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Goldman, Sachs\u00a0& Co.<\/p>\n<\/td>\n

<\/td>\n$<\/td>\n135,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n135,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Merrill Lynch, Pierce, Fenner\u00a0& Smith Incorporated<\/p>\n<\/td>\n

<\/td>\n<\/td>\n135,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Morgan Stanley\u00a0& Co. LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n135,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

UBS Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n52,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

Barclays Capital Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n22,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n22,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

Credit Suisse Securities (USA) LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n22,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

Deutsche Bank Securities Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n22,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

Mitsubishi UFJ Securities (USA), Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n22,500,000<\/td>\n<\/td>\n<\/tr>\n
\n

HSBC Securities (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n15,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

SMBC Nikko Capital Markets Limited<\/p>\n<\/td>\n

<\/td>\n<\/td>\n15,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n15,000,000<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total:<\/p>\n<\/td>\n

<\/td>\n$<\/td>\n750,000,000<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

5.375% SENIOR NOTES DUE 2043<\/strong><\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Goldman, Sachs\u00a0& Co.<\/p>\n<\/td>\n

<\/td>\n$<\/td>\n180,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n180,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Merrill Lynch, Pierce, Fenner\u00a0& Smith Incorporated<\/p>\n<\/td>\n

<\/td>\n<\/td>\n180,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Morgan Stanley\u00a0& Co. LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n180,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

UBS Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n70,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Barclays Capital Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n30,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n30,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Credit Suisse Securities (USA) LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n30,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Deutsche Bank Securities Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n30,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Mitsubishi UFJ Securities (USA), Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n30,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

HSBC Securities (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n20,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

SMBC Nikko Capital Markets Limited<\/p>\n<\/td>\n

<\/td>\n<\/td>\n20,000,000<\/td>\n<\/td>\n<\/tr>\n
\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n20,000,000<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total:<\/p>\n<\/td>\n

<\/td>\n$<\/td>\n1,000,000,000<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\u00a0<\/p>\n

\n

SCHEDULE II <\/strong><\/p>\n

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure
\nPackage:<\/p>\n

None.<\/p>\n

(b) Additional Documents Incorporated by Reference:<\/p>\n

None.<\/p>\n

\u00a0<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6691],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9629,9634],"class_list":["post-43954","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amgen-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43954","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43954"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43954"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43954"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43954"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}