Amgen 2010 Annual Report Download - page 166

Edward V. Fritzky and Franklin P. Johnson, Jr. as defendants. The complaint alleges the same claims and requests
the same relief as in the three state stockholder derivative complaints now consolidated as Larson v. Sharer, et al.
The case has been stayed for all purposes until thirty days after a final ruling on the motion to dismiss by the
California Central District Court in the In re Amgen Inc. Securities Litigation action.
On September 21, 2007, the stockholder derivative lawsuit of Rosenblum v. Sharer, et al., was filed in the
California Central District Court. This lawsuit was brought by the stockholder who previously made a demand on
the Amgen Board on May 14, 2007. The complaint alleges that the defendants breached their fiduciary duties,
wasted corporate assets and were unjustly enriched. Plaintiffs allege that the 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 as well as the Amgen market strategy caused damage to the Company resulting in
several inquiries, investigations and lawsuits that are costly to defend. The complaint also alleges insider trading by
the 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. The case was stayed for all purposes until thirty days after a final ruling on the motion to dismiss by
the California Central District Court in the In re Amgen Inc. Securities Litigation action.
Thereafter, on May 1, 2008, plaintiff in Rosenblum v. Sharer, et al., filed an amended complaint which removed
Dennis Fenton as a defendant and also eliminated the claims for insider selling by defendants. On July 28, 2008, the
California Central District Court heard Amgen and the defendants’ motion to dismiss and motion to stay. On
July 30, 2008, the California Central District Court granted Amgen and the defendants’ motion to dismiss without
prejudice and also granted a stay of the case pending resolution of the In re Amgen Inc. Securities Litigation action.
Stockholder Demand
On August 20, 2010, Amgen received a stockholder demand on the Board of Directors to take action to remedy
alleged breaches of fiduciary duty and related violations by the Board and certain officers of the Company. The
stockholder, Dr. Mark Victor, alleged that the directors and certain executive officers caused the Company to issue
false or misleading statements regarding the safety of EPOGEN»and Aranesp»and promotional practices
regarding these drugs. The Board of Directors undertook an investigation into the allegations made by the
stockholder and on October 11, 2010, the Board of Directors notified Dr. Victor that it had rejected his demand.
ERISA Litigation
On August 20, 2007, the ERISA class action lawsuit of Harris v. Amgen Inc., et al., was filed in the California
Central District Court and named Amgen Inc., Kevin W. Sharer, Frank J. Biondi, Jr., Jerry Choate, Frank C.
Herringer, Gilbert S. Omenn, David Baltimore, Judith C. Pelham, Frederick W. Gluck, Leonard D. Schaeffer,
Jacqueline Allred, Raul Cermeno, Jackie Crouse, Lori Johnston, Michael Kelly and Charles Bell as defendants.
Plaintiffs claim that Amgen and the individual defendants breached their fiduciary duties by failing to inform current
and former employees who participated in the Amgen Retirement and Savings Plan and the Retirement and Savings
Plan for Amgen Manufacturing Limited of the alleged off-label promotion of both Aranesp»and EPOGEN»while a
number of studies allegedly demonstrated safety concerns in patients using ESAs. On February 4, 2008, the
California Central District Court dismissed the complaint with prejudice as to plaintiff Harris, who had filed claims
against Amgen Inc. The claims alleged by the second plaintiff, Ramos, were also dismissed but the court granted the
plaintiff leave to amend his complaint. On February 1, 2008, the plaintiffs appealed the decision by the California
Central District Court to dismiss the claims of both plaintiffs Harris and Ramos to the Ninth Circuit, which remains
pending before the Ninth Circuit. On May 19, 2008, plaintiff Ramos in the Harris v. Amgen Inc., et al., action filed
another lawsuit captioned Ramos v. Amgen Inc., et al., in the California Central District Court. The lawsuit is another
ERISA class action. The Ramos v. Amgen Inc., et al., matter names the same defendants in the Harris v. Amgen Inc.,
et al., matter plus four new defendants: Amgen Manufacturing Limited, Richard Nanula, Dennis Fenton and the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)