Date:

February 14, 2006

To:

Amgen Inc. (“Counterparty”)

From:

Morgan Stanley & Co. International Limited (“MSIL”)

Trade Date:

February 14, 2006

Warrant Style:

European

Warrant Type:

Call

Effective Date:

Subject to cancellation of the Warrants prior to 5:00 pm (EST) on such date by the Counterparty, February 17, 2006

Seller:

Counterparty

Buyer:

MSIL

Shares:

Shares of common stock, $0.0001 par value, of Counterparty (Security Symbol: “AMGN”)

Number of Warrants:

15,655,875

Warrant Entitlement:

One (1) Share per Warrant

Multiple Exercise:

Inapplicable

Strike Price:

$107.90

Premium:

$146,666,667, payable by MSIL to Counterparty on the Premium Payment Date

Premium Payment Date:

Trade Date + 3 business days

Exchange:

NASDAQ National Market

Related Exchange(s):

All Exchanges

Procedures for Exercise:

Expiration Time:

11:59 pm

Expiration Date:

The Valuation Date.

Exercise Date:

The Expiration Date

Automatic Exercise:

Applicable

Valuation:

Valuation Date:

The later of (a) May 2, 2011 and (b) the 20^th Averaging Date.

Averaging Dates:

The 20  Full Exchange Business Days beginning on and including April 4, 2011.

Full Exchange Business Day:

A Scheduled Trading Day that has a scheduled closing time for its regular trading session that is 4 pm (New York City time) or the then standard closing time for regular trading on the Exchange and is not a Disrupted Day.

Averaging Date Disruption:

Modified Postponement.

Settlement Terms:

Cash Settlement:

Counterparty may elect to settle this Transaction by Cash Settlement or Net Physical Settlement by providing MSIL with notice (“Settlement Notice”) in accordance with the Settlement Method Election provisions herein and in Section 7.1 of the Equity Definitions. In the event that Counterparty does not so notify MSIL, this Transaction shall be settled pursuant to the Default Settlement Method provision below.

Settlement Currency:

USD

Settlement Price:

The arithmetic mean of the closing price of the Shares on the Exchange on each Averaging Date.

Cash Settlement Payment Date:

Three (3) Currency Business Days after the Valuation Date

Settlement Method Election:

Applicable with respect to Cash Settlement or Net Physical Settlement only.

Electing Party:

Counterparty

Settlement Method Election Date:

Three (3) days prior to the first Averaging Date

Default Settlement Method:

Net Physical Settlement. In the event that this Transaction is settled by Net Physical Settlement, Counterparty shall deliver to MSIL on the 1st Full Exchange Business Day following the Valuation Date a number of Shares (the “Delivered Shares”) equal to the Net Physical Settlement Amount divided by the Settlement Price, provided that in the event that the number of Shares calculated comprises any fractional Share, only whole Shares shall be delivered and an amount equal to the value of such fractional share shall be payable by the Counterparty to MSIL in lieu of such fractional Share.

Net Physical Settlement Amount:

With respect to the Valuation Date, an amount, as calculated by the Calculation Agent, equal to the Number of Warrants multiplied by the Strike Price Differential.

Strike Price Differential:

In respect of the Valuation Date, an amount equal to the greater of: (i) the excess, if any, of the Settlement Price over the Strike Price, and (ii) zero.

Net Physical Settlement

Adjustment:

Subject to the Maximum Deliverable Share Amount, if MSIL receives any Delivered Shares under this Transaction that cannot be freely sold under the Securities Act (as defined below) or are subject to any legend restricting transferability:

(i) MSIL shall sell the Delivered Shares in a commercially reasonable manner until the amount received by MSIL for the sale of the Shares (the “Proceeds Amount”) is equal to the Net Physical Settlement Amount. Any remaining Delivered Shares shall be returned to Counterparty.

(ii) If the Proceeds Amount is less than the Net Physical Settlement Amount, Counterparty shall promptly deliver upon notice from MSIL additional Shares to MSIL until the dollar amount from the sale of such Shares by MSIL equals the difference between the Net Physical Settlement Amount and the Proceeds Amount. In no event shall Counterparty be required to deliver to MSIL a number of Shares greater than the Maximum Deliverable Share Amount.

Conditions to Net

Physical Settlement:

(i) If, in connection with or following delivery of Shares hereunder, MSIL notifies the Counterparty that the MSIL has reasonably determined after advice from counsel that there is a substantial material risk that such Shares are subject to restrictions on transfer in the hands of MSIL pursuant to the rules and regulations under the Securities Act of 1933, as amended (the “Securities Act”), Counterparty shall promptly make available to MSIL an effective registration statement (the “Registration Statement”) filed pursuant to Rule 415 under the Securities Act and such prospectuses as MSIL may reasonably request to comply with the applicable prospectus delivery requirements (the “Prospectus”)

for the resale by MSIL of such number of Shares as MSIL shall reasonably specify in accordance with this paragraph, such Registration Statement to be effective and Prospectus to be current until the earliest of the date on which (a) all Delivered Shares have been sold by MSIL or returned to Counterparty pursuant to the Net Physical Settlement Adjustment provision above, (b) MSIL has advised Counterparty that it no longer requires that such Registration Statement be effective, (c) all remaining Delivered Shares could be sold by MSIL without registration pursuant to Rule 144 promulgated under the Securities Act (the “Registration Period”) or (d) Counterparty has provided a legal opinion in form and substance satisfactory to MSIL (with customary assumptions and exceptions) that the Shares issuable upon exercise of these Warrants will be freely tradable under the Securities Act upon delivery to MSIL and not subject to any legend restricting transferability. It is understood that the Registration Statement and Prospectus may cover a number of Shares equal to the aggregate number of Shares (if any) reasonably estimated by MSIL to be potentially deliverable by Counterparty in connection with Net Physical Settlement hereunder (not to exceed the Maximum Deliverable Share Amount);

Notwithstanding the foregoing, the Registration Statement and Prospectus provided for by this paragraph shall be subject to the same suspension of sales during “blackout dates” as provided in the following paragraph (ii).

(ii) In the event that MSIL notifies the Counterparty that the MSIL has reasonably determined after advice from counsel that there is a substantial material risk that the Shares are subject to restrictions on transfer in the hands of MSIL pursuant to the rules and regulations under the Securities Act, Counterparty will enter into a registration rights agreement with MSIL in form and substance reasonably acceptable to MSIL, which agreement will contain among other things, customary representations and warranties and indemnification, restrictions on sales during “blackout dates” as provided for in the registration rights agreement (the “Registration Rights Agreement”) entered into between Counterparty and the Initial Purchaser in connection with Counterparty’s 0.125% Convertible Senior Notes due 2011 (the “Convertible Notes”), and other rights relating to the registration of a number of Shares equal to the number of Delivered Shares and others Shares deliverable hereunder up to the Maximum Deliverable Share Amount.

(iii) Counterparty shall promptly pay to MSIL a $0.04 per Share fee with all Shares delivered in connection with Net Physical Settlement pursuant to a Registration Statement.

(iv) In the event Counterparty fails to comply with any of the conditions set forth in “Conditions to Net Physical Settlement” herein, Counterparty shall settle the Transaction through Cash Settlement; provided, however, that notwithstanding the foregoing, if either (a) Counterparty does not provide for the sale of the Shares under the Registration Statement as provided in the Registration Rights Agreement, (b) some Shares cannot be registered under the Registration Statement due to Rule 415(a)(4) under the Securities Act, or (c) some or all of the Delivered Shares cannot be used to close out stock loans in the shares of Counterparty entered into to establish or maintain short positions by MSIL in connection with this Transaction without a prospectus being required by applicable law to be delivered to such lender, then Counterparty may deliver unregistered or registered Shares. In the case of clauses (a) or (b) above, the value of any unregistered Shares so delivered shall be discounted to reflect their market value (calculated in a commercially reasonable manner). In the case of clause (c) above, the value of any such Delivered Shares shall reflect the cost

(calculated in a commercially reasonable manner) to MSIL of trading Shares in order to close out its hedge position if any, in all cases for purposes of calculating the Delivered Shares. In no event shall Counterparty be required to top-up the delivery in cash.

Limitations on Net Physical

Settlement by Counterparty:

Notwithstanding anything herein or in the Agreement to the contrary, the number of Shares that may be delivered at settlement by Counterparty shall not exceed 19,569,844 at any time (“Maximum Deliverable Share Amount”).

Counterparty represents and warrants that the number of Available Shares as of the Trade Date is greater than the Maximum Deliverable Share Amount. Counterparty covenants and agrees that Counterparty shall not take any action of corporate governance or otherwise to reduce the number of Available Shares below the Maximum Deliverable Share Amount.

For this purpose, “Available Shares” means the number of Shares Counterparty currently has authorized (but not issued and outstanding) less the maximum number of Shares that may be required to be issued by Counterparty in connection with stock options, convertibles, and other commitments of Counterparty that may require the issuance or delivery of Shares in connection therewith.

Dividends:

Extraordinary Dividends:

Any and all dividends paid by Counterparty.

Share Adjustments:

Method of Adjustment:

Calculation Agent Adjustment

Extraordinary Events:

Consequences of Merger Events:

(a) Share-for-Share: Cancellation and Payment (Calculation Agent Determination)

(b) Share-for-Other: Cancellation and Payment (Calculation Agent Determination)

(c) Share-for-Combined: Cancellation and Payment (Calculation Agent Determination)

With respect to any Extraordinary Events hereunder, upon the occurrence of Cancellation and Payment in whole or in part, the parties agree that the amount to be paid, in accordance with the Equity Definitions, shall constitute a Transaction Early Termination Amount, subject to satisfaction by the payment or delivery of Shares or cash as set forth in the Early Termination section below.

Tender Offer:

Not Applicable

Nationalization, Insolvency

or Delisting:

Cancellation and Payment (Calculation Agent Determination) (subject to satisfaction by payment or delivery of Shares or cash as set forth in “Early Termination” below)

Determining Party:

Buyer

Additional Disruption Events:

Change in Law:

Not Applicable

Failure to Deliver:

Not Applicable

Insolvency Filing:

Applicable

Hedging Disruption Event:

Not Applicable

Increased Cost of Hedging:

Not Applicable

Hedging Party:

MSIL

Loss of Stock Borrow:

Not Applicable

Increased Cost of Stock Borrow:

Not Applicable

Determining Party:

MSIL

Non-Reliance:

Applicable

Agreements and

Acknowledgments Regarding

Hedging Activities:

Applicable