Amgen 2009 Annual Report Download - page 134

AMGEN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
operations have been included in the consolidated financial statements commencing January 4, 2008. Pro forma
results of operations for the year ended December 31, 2008 assuming the acquisition of Dompé had taken place
at the beginning of 2008 would not differ significantly from the actual reported results.
Ilypsa, Inc.
On July 18, 2007, we completed the acquisition of Ilypsa, which was accounted for as a business combina-
tion. Ilypsa was a privately held company that specialized in the development of non-absorbed drugs for renal
disorders. Pursuant to the merger agreement, we paid cash of approximately $400 million to acquire all of the
outstanding shares of Ilypsa. The purchase price paid, including transaction costs, was allocated to acquired
IPR&D of $320 million and other net assets acquired of $42 million, based on their estimated fair values at the
acquisition date. The excess of the purchase price over the fair values of assets and liabilities acquired of approx-
imately $41 million was assigned to goodwill. The estimated fair value of the acquired IPR&D was determined
based upon discounted after-tax cash flows adjusted for the probabilities of successful development and
commercialization. The amount allocated to acquired IPR&D was immediately expensed in the Consolidated
Statement of Income (see Note 1, “Summary of significant accounting policies — Acquired in-process research
and development”). The results of Ilypsa’s operations have been included in the consolidated financial statements
commencing July 18, 2007. Pro forma results of operations for the year ended December 31, 2007 assuming the
acquisition of Ilypsa had taken place at the beginning of 2007 would not differ significantly from the actual re-
ported results.
Alantos Pharmaceuticals Holding, Inc.
On July 16, 2007, we completed the acquisition of Alantos, which was accounted for as a business combina-
tion. Alantos was a privately held company that specialized in the development of drugs for the treatment of
diabetes and inflammatory diseases. Pursuant to the merger agreement, we paid cash of approximately $300 mil-
lion to acquire all of the outstanding shares of Alantos. The purchase price paid, including transaction costs, was
allocated to acquired IPR&D of $270 million and other net assets acquired of approximately $10 million, based
on their estimated fair values at the acquisition date. The excess of the purchase price over the fair values of as-
sets and liabilities acquired of $23 million was assigned to goodwill. The estimated fair value of the acquired
IPR&D was determined based upon discounted after-tax cash flows adjusted for the probabilities of successful
development and commercialization. The amount allocated to acquired IPR&D was immediately expensed in the
Consolidated Statement of Income (see Note 1, “Summary of significant accounting policies — Acquired
in-process research and development”). The results of Alantos’ operations have been included in the con-
solidated financial statements commencing July 16, 2007. Pro forma results of operations for the year ended
December 31, 2007 assuming the acquisition of Alantos had taken place at the beginning of 2007 would not dif-
fer significantly from the actual reported results.
In addition, proforma results of operations for the year ended December 31, 2007, assuming both the acquis-
itions of Ilypsa and Alantos had taken place at the beginning of 2007, would not differ significantly from the
actual reported results.
4. Employee stock-based payments
On May 6, 2009, our stockholders approved the Amgen Inc. 2009 Equity Incentive Plan (the “2009 Plan”)
for non-employee members of our Board of Directors, the employees and consultants of Amgen, its subsidiaries
and affiliates. The 2009 Plan replaced our existing equity plans (the “Prior Plans”). After May 6, 2009, no further
awards may be made under these Prior Plans. The 2009 Plan authorizes the issuance of 100 million shares of our
common stock. Under the terms of the 2009 Plan, the pool of available shares that may be used for all types of
awards, including those issued under our Prior Plans after December 31, 2008 and before May 6, 2009, will be
reduced by one share for each stock option granted and by 1.9 shares for other types of awards granted, including
F-14