EXHIBIT 4.9
CORPORATE COMMERCIAL PAPER - MASTER NOTE
BETWEEN AND AMONG AMGEN INC., AS ISSUER,
CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY
AND CITIBANK, N.A. AS PAYING AGENT
Date of Issuance
AMGEN INC. (Issuer), for value received, hereby promises to pay
Cede & Co., as nominee of The Depository Trust Company, or to
registered assigns: (i) the principal amount, together with unpaid
accrued interest thereon, if any, on the maturity date of each
obligation identified on the records of Issuer (the Underlying
Records) as being evidenced by this Master Note, which Underlying
Records are maintained by CITIBANK, N.A. (Paying Agent); (ii)
interest on the principal amount of each such obligation that is
payable in installments, if any, on the due date of each installment,
as specified on the Underlying Records; and (iii) the principal
amount of each such obligation that is payable in installments, if
any, on the due date of each installment, as specified on the
Underlying Records. Interest shall be calculated at the rate and
according to the calculation convention specified on the Underlying
Records. Payments shall be made by wire transfer to the registered
owner from Paying Agent without the necessity of presentation and
surrender of this Master Note.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
MASTER NOTE SET FORTH ON THE REVERSE HEREOF.
This Master Note is a valid and binding obligation of Issuer.
Not Valid Unless Countersigned for Authentication by Paying Agent.
CITIBANK, N.A. AMGEN INC.
By: /s/ Wafaa Orfy By: /s/Larry A. May
Authorized Countersignature Authorized Signature
Guarantor
By: /s/
Authorized Signature
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At the request of the registered owner, Issuer shall promptly issue
and deliver one or more separate note certificates evidencing each
obligation evidenced by this Master Note. As of the date any such
note certificate or certificates are issued, the obligations which
are evidenced thereby shall no longer be evidenced by this Master
Note.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto
(Name, address and Taxpayer Identification Number of Assignee)
the Master Note and all rights thereunder, hereby irrevocably
constituting and appointing attorney to transfer said Master Note on
the books of Issuer with full power of substitution in the premises.
Dated:
Signature(s) Guaranteed: (Signature)
Notice: The Signature on this assignment must correspond with the
name as written upon the face of this Master Note, in every
particular, without alteration or enlargement or any change
whatsoever.
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Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation (DTC), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
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FORM OF LEGEND FOR
PRIVATE PLACEMENT MEMORANDUM AND NOTES
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE ACT), OR ANY OTHER APPLICABLE SECURITIES LAW, AND
OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND ANY APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE OF A
NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT IT HAS BEEN
AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER
AND THE NOTES, THAT IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND THAT IT IS EITHER (A) AN INSTITUTIONAL
INVESTOR OR SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN ACCREDITED
INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT (AN
INSTITUTIONAL ACCREDITED INVESTOR OR SOPHISTICATED INDIVIDUAL
ACCREDITED INVESTOR, RESPECTIVELY) AND THAT EITHER IS PURCHASING
NOTES FOR ITS OWN ACCOUNT, IS A U.S. BANK (AS DEFINED IN SECTION
3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER
INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(a) OF THE ACT) ACTING IN
ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR IS A FIDUCIARY OR AGENT
(OTHER THAN A U.S. BANK OR SAVINGS AND LOAN) PURCHASING NOTES FOR ONE
OR MORE ACCOUNTS EACH OF WHICH IS SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR OR SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR (i) WHICH
ITSELF POSSESSES SUCH KNOWLEDGE AND EXPERIENCE OR (ii) WITH RESPECT
TO WHICH SUCH PURCHASER HAS SOLE INVESTMENT DISCRETION; OR (B) A
QUALIFIED INSTITUTIONAL BUYER (QIB) WITHIN THE MEANING OF RULE 144A
UNDER THE ACT WHICH IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE
OR MORE ACCOUNTS, EACH OF WHICH IS A QIB AND WITH RESPECT TO EACH OF
WHICH THE PURCHASER HAS SOLE INVESTMENT DISCRETION; AND THE PURCHASER
ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE
EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT
PROVIDED BY RULE 144A. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER
THEREOF ALSO SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER
TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER OR TO GOLDMAN,
SACHS & CO. OR ANOTHER PERSON DESIGNATED BY THE ISSUER AS A PLACEMENT
AGENT FOR THE NOTES (COLLECTIVELY, THE PLACEMENT AGENTS), NONE OF
WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A
PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR,
SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR OR A QIB, OR (3) TO A
QIB IN A TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A AND (B)
IN MINIMUM AMOUNTS OF $250,000.
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