Amgen 2010 Annual Report Download - page 164

Gilbert S. Omenn and Franklin P. Johnson, Jr., (the “Federal Defendants”) in the U.S. District Court for the Central
District of California (the “California Central District Court”) on April 17, 2007 (Kairalla v. Amgen Inc., et al.),
May 1, 2007 (Mendall v. Amgen Inc., et al., & Jaffe v. Amgen Inc., et al.), May 11, 2007 (Eldon v. Amgen Inc., et
al.), May 21, 2007 (Rosenfield v. Amgen Inc., et al.) and June 18, 2007 (Public Employees’ Retirement Association
of Colorado v. Amgen Inc., et al.) were consolidated by the California Central District Court into one action
captioned In re Amgen Inc. Securities Litigation. The consolidated complaint was filed with the California Central
District Court on October 2, 2007. The consolidated complaint alleges that Amgen and these officers and directors
made false statements that resulted in: (i) deceiving the investing public regarding Amgen’s prospects and business;
(ii) artificially inflating the prices of Amgen’s publicly traded securities and (iii) causing plaintiff and other
members of the class to purchase Amgen publicly traded securities at inflated prices. The complaint also makes off-
label marketing allegations that, throughout the class period, the Federal Defendants improperly marketed
Aranesp»and EPOGEN»for off-label uses while aware that there were alleged safety signals with these products.
The plaintiffs seek class certification, compensatory damages, legal fees and other relief deemed proper. The
Federal Defendants filed a motion to dismiss on November 8, 2007. On February 4, 2008, the California Central
District Court granted in part, and denied in part, the Federal Defendants’ motion to dismiss the consolidated
amended complaint. Specifically, the California Central District Court granted the Federal Defendants’ motion to
dismiss as to individual defendants Fritzky, Omenn, Johnson, Fenton and McNamee, but denied the Federal
Defendants’ motion to dismiss as to individual defendants Sharer, Nanula, Perlmutter and Morrow.
A class certification hearing before the California Central District Court, was held on July 17, 2009 and on
August 12, 2009, the California Central District Court granted plaintiffs’ motion for class certification. On
August 28, 2009, Amgen filed a petition for permission to appeal with the U.S. Court of Appeals for the Ninth
Circuit (the “Ninth Circuit”) under Rule 23(f), regarding the Order on Class Certification and the Ninth Circuit
granted Amgen’s appeal on December 11, 2009. Amgen filed its brief on March 29, 2010 and plaintiff filed its brief
on April 27, 2010. No date has been set for oral argument before the Ninth Circuit. On February 2, 2010, the lower
court granted Amgen’s motion to stay the underlying action pending the outcome of the Ninth Circuit 23(f) appeal.
State Derivative Litigation
Larson v. Sharer, et al.
The three state stockholder derivative complaints filed against Amgen Inc., Kevin W. Sharer, George J.
Morrow, Dennis M. Fenton, Brian M. McNamee, Roger M. Perlmutter, David Baltimore, Gilbert S. Omenn,
Judith C. Pelham, Frederick W. Gluck, Jerry D. Choate, J. Paul Reason, Frank J. Biondi, Jr., Leonard D. Schaeffer,
Frank C. Herringer, Richard D. Nanula, Willard H. Dere, Edward V. Fritzky, Franklin P. Johnson, Jr. and Donald B.
Rice as defendants (the “State Defendants”) on May 1, 2007 (Larson v. Sharer, et al.,&Anderson v. Sharer, et al.),
and August 13, 2007 (Weil v. Sharer, et al.) in the Superior Court of the State of California, Ventura County (the
“Superior Court”) were consolidated by the Superior Court under one action captioned Larson v. Sharer, et al. The
consolidated complaint was filed on July 5, 2007. The complaint alleges that the State Defendants breached their
fiduciary duties, wasted corporate assets, were unjustly enriched and violated the California Corporations Code.
Plaintiffs allege that the State Defendants failed to disclose and/or misrepresented results of Aranesp»clinical
studies, marketed both Aranesp»and EPOGEN»for off-label uses and that these actions or inactions caused
stockholders to suffer damages. The complaints also allege insider trading by the State Defendants. The plaintiffs
seek treble damages based on various causes of action, reformed corporate governance, equitable and/or injunctive
relief, restitution, disgorgement of profits, benefits and other compensation, and legal costs.
An amended consolidated complaint was filed on March 13, 2008, adding Anthony Gringeri as a State
Defendant and removing the causes of action for insider selling and misappropriation of information, violation of
California Corporations Code Section 25402 and violation of California Corporations Code Section 25403. On
July 14, 2008, the Superior Court dismissed without prejudice the consolidated state derivative class action. The
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AMGEN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)