Amgen 2015 Annual Report Download - page 123

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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. 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.
On August 12, 2009, the California Central District Court granted plaintiffs’ motion for class certification. On April 14, 2014,
the California Central District Court entered an order allowing plaintiffs leave to file a second consolidated amended class action
complaint. While the new complaint was filed under seal, like the first consolidated class action complaint the new complaint
continues to assert that the Federal Defendants made false statements and engaged in off-label marketing causing the same results
as alleged in the first consolidated class action complaint. The complaint continues to name the same Federal Defendants and the
alleged class period remains the same. Plaintiffs continue to seek compensatory damages, legal fees and other relief deemed proper.
On May 5, 2014, plaintiffs filed an unsealed, redacted version of their second consolidated amended complaint. On August 4,
2014, the court issued an order granting the Federal Defendants’ motion to dismiss with respect to certain of the misrepresentations
alleged in the complaint and otherwise denying the motion to dismiss. Following the court’s order, the complaint continues to
assert that the Federal Defendants made false statements and engaged in off-label marketing causing the same results as alleged
in the first consolidated class action complaint. The complaint continues to name the same Federal Defendants and the alleged
class period remains the same. The trial date has been set for July 12, 2016.
State Derivative Litigation
The three state stockholder derivative complaints filed against Amgen, 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 Ventura County Superior Court) were consolidated by the Ventura County 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 Ventura County 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. On July 24, 2013, the plaintiffs filed an amended complaint asserting additional grounds for the defendants’ alleged
breaches of fiduciary duty. By stipulation of the parties, the case remains stayed pending resolution of the In re Amgen Inc. Securities
Litigation action.
Federal Derivative Litigation
On May 7, 2007, the stockholder derivative lawsuit of Durgin v. Sharer, et al., was filed in the California Central District
Court and named Amgen, 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.,