Amgen 2012 Annual Report Download - page 142

F-43
5, 2012. On February 27, 2013, the U.S. Supreme Court affirmed the decision of the Ninth Circuit Court and remanded the case
back to the California Central District Court for further proceedings.
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 judge also ordered a stay of any re-filing of an amended
complaint until the federal court has determined in the In re Amgen Inc. Securities Litigation action whether any securities fraud
occurred.
Birch v. Sharer, et al.
On January 23, 2009, a stockholder derivative lawsuit titled Birch v. Sharer, et al. was filed in the Superior Court of the
State of California, Los Angeles County (the Los Angeles Superior Court) naming Amgen Inc., Kevin W. Sharer, David Baltimore,
Frank J. Biondi, Jr., Jerry D. Choate, Vance D. Coffman, Frederick W. Gluck, Frank C. Herringer, Gilbert S. Omenn, Judith C.
Pelham, J. Paul Reason, Leonard D. Schaeffer and Tom Zindrick as defendants. The complaint alleges derivative claims for breach
of fiduciary duty based on a purported failure to implement adequate internal controls and to oversee the Company's operations,
which plaintiff claims resulted in numerous lawsuits and investigations over a number of years. Plaintiff seeks damages on behalf
of Amgen, including costs and expenses, allegedly incurred, among other things, in connection with wrongful termination lawsuits
and potential violations of the Health Insurance Portability and Accountability Act. On February 25, 2009, the case was reassigned
to a judge in the Complex Department of the Los Angeles Superior Court. Amgen and the individual defendants filed motions to
dismiss on June 23, 2009.
Oral argument on Amgen and the individual defendants' motions to dismiss were heard on September 25, 2009 before the
Los Angeles Superior Court and the court granted the motions to dismiss but allowed the plaintiff an opportunity to amend her
complaint by October 21, 2009. Plaintiff filed a request for dismissal without prejudice with the court on October 23, 2009. On
October 29, 2009, Amgen received from plaintiff a stockholder demand on the Board of Directors to take action to remedy breaches
of fiduciary duties by the directors and certain executive officers of the Company. Ms. Birch alleged that the directors and certain
executive officers violated their core fiduciary principles, causing Amgen to suffer damages. She demanded that the Board of
Directors take action against each of the officers and directors to recover damages and to correct deficiencies in the Company's
internal controls that allowed the misconduct to occur. The Board of Directors completed its investigation and determined in its
business judgment that it was not in the best interests of the Company to pursue the claims made in the demand against any of the
individuals mentioned in the demand. Therefore, the Board voted to reject the demand and communicated this to Ms. Birch on
May 19, 2010.
On February 8, 2010, plaintiff filed another stockholder demand lawsuit in the Los Angeles Superior Court against the same
defendants in the original lawsuit but also added Board of Director members François de Carbonnel and Rebecca Henderson. The
allegations in the new complaint are nearly identical to those in the previously filed complaint. The case filed on February 8, 2010