VARIABLE TERM ACCELERATED SHARE REPURCHASE TRANSACTION

Stock Repurchase Agreement

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This Stock Repurchase Agreement involves

AMGEN INC | Lehman Brothers Inc | Lehman Brothers OTC Derivatives Inc | Securities Investor Protection Corporation

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Title: VARIABLE TERM ACCELERATED SHARE REPURCHASE TRANSACTION
Governing Law: New York Date: 8/8/2008
Industry: BIOTRX Sector: HEALTH

Search Stock Repurchase Agreement by:

Exhibit 10.87

V ARIABLE T ERM A CCELERATED S HARE R EPURCHASE T RANSACTION

To:

Amgen Inc.

One Amgen Center Drive

Thousand Oaks, CA 91320-1799

From:

Lehman Brothers, Inc. acting as Agent

Lehman Brothers OTC Derivatives Inc., acting as Principal

745 Seventh Avenue

New York, New York 10019

Attention: Andrew Yare - Transaction Management Group

Facsimile No.: (646) 885-9546 (United States of America)

Telephone No.: (646) 333-9493

Dear Sirs:

This letter agreement (this “ Confirmation ”) confirms the terms and conditions of the variable term accelerated share repurchase transaction (the “ Transaction ”) entered into between Amgen Inc. (“ Counterparty ”) and Lehman Brothers OTC Derivatives Inc. (“ Bank ”), on the Trade Date specified below. This Confirmation constitutes a “Confirmation” under the Agreement specified below. This Confirmation is sent on behalf both Bank and Lehman Brothers Inc. (“ Agent ”). Bank is not a member of the Securities Investor Protection Corporation.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “ Definitions ”) (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. References herein to a “Transaction” shall be deemed to be references to a “Share Forward Transaction” for purposes of the Definitions. This Confirmation evidences a complete binding agreement between Counterparty and Bank as to the terms of the Transaction.

This Confirmation shall supplement, form a part of, and be subject to an agreement (the “ Agreement ”) in the form of the 1992 ISDA Master Agreement (Multicurrency – Cross Border), as if, on the Trade Date hereof, Bank and Counterparty had executed that agreement (but without any Schedule other than the provisions in Section 16 of this Confirmation). In the event of any inconsistency between the Definitions and the Agreement, the Definitions will govern. In the event of any inconsistency between this Confirmation, on the one hand, and the Definitions or the Agreement, on the other hand, this Confirmation will govern. For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.

2.	The following terms and conditions shall govern the Transaction:


General Terms:

	Trade Date:	May 28, 2008.

	Buyer:	Counterparty.

	Seller:	Bank.

	Shares:	The common stock, par value $0.0001 per share, of Counterparty (sometimes also referred to as the “ Issuer ”).

	Price Adjustment Period Termination Date:	The earlier of:

		(i) the Scheduled Termination Date; and

		(ii) the Scheduled Trading Day immediately preceding the Accelerated Termination Date.

	Scheduled Termination Date:	July 29, 2008; subject to adjustment as provided in “Market Disruption Event” below.

	Accelerated Termination Date:	Any Exchange Business Day after June 30, 2008, and prior to the Scheduled Termination Date that is so designated by Bank by written notice to Counterparty of its intention to terminate the Price Adjustment Period (it being understood that such notice may be given on the Accelerated Termination Date); Bank shall notify Counterparty of such designation no later than the close of business on the Exchange on the Scheduled Trading Day immediately following the Accelerated Termination Date.

	Price Adjustment Period:	The period commencing on, and including, the Scheduled Trading Day immediately following the Trade Date and ending on, and including, the Price Adjustment Period Termination Date.

Initial Settlement:

	Prepayment:	Applicable.

	Prepayment Amount:	USD1,500,000,000

	Prepayment Date:	The Initial Share Delivery Date; on which Counterparty will pay to Bank the Prepayment Amount.

	Number of Shares:	31,527,323


	Initial Share Delivery:	Bank shall deliver a number of Shares equal to the Number of Shares to Counterparty on the Initial Share Delivery Date in accordance with Section 9.4 of the Definitions (with the Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4), against payment by Counterparty of the Prepayment Amount.

	Initial Share Delivery Date:	The third Clearance System Business Day after the Trade Date.

	Exchange:	NASDAQ Global Select Market

	Related Exchange(s):	All Exchanges

Final Settlement:

	Settlement Currency:	USD

	Net Share Settlement:	Subject to the “Cash Settlement” provisions hereof, and notwithstanding anything to the contrary in the Definitions, (i) if the Average Reference Price is less than USD47.577779 per Share, Bank shall deliver to Counterparty the Bank Share Delivery Amount, and (ii) if the Average Reference Price is greater than or equal to USD47.577779 per Share, Counterparty shall deliver to Bank the Counterparty Share Delivery Amount, in either case on the Settlement Date.

	Bank Share Delivery Amount:	A number of Shares, rounded down to the nearest whole Share, equal to (a) the Prepayment Amount divided by the Average Reference Price minus (b) the Number of Shares.

	Counterparty Share Delivery Amount:	A number of Shares, rounded down to the nearest whole Share, equal to (a) the Number of Shares minus (b) the Prepayment Amount divided by the Average Reference Price; provided that if Counterparty delivers Unregistered Shares and Bank and its affiliates (collectively, “ Bank Group ”) do not elect pursuant to the last paragraph of Section 3.3 for Annex A to apply to such delivery of Unregistered Shares, Counterparty shall deliver a number of Shares, rounded down to the nearest whole Share, equal to the product of the Counterparty Share Delivery Amount and 1.0075; provided, further, in no event shall Counterparty be required to deliver more than 52,545,539 Shares (as such number may be adjusted for stock splits or similar events, the “ Maximum Number of Shares ”) or as otherwise agreed by the parties.

	Settlement Date:	The third Exchange Business Day following the Price Adjustment Period Termination Date.


		Daily Share Reference Price:		For each Valuation Date, (a) the 10b-18 volume-weighted average price per Share on the Exchange on such day as published on Bloomberg Page “AMGN.Q <Equity> AQR SEC” (the “ Daily 10b-18 VWAP Price ”) or any successor page thereto, or if such price is not so reported on such Valuation Date for any reason, as reasonably determined by the Calculation Agent in consultation with the Counterparty, minus (b) the Daily Reference Price Adjustment specified in Schedule I.

		Average Reference Price:		The arithmetic average of the Daily Share Reference Prices for each Valuation Date during the Price Adjustment Period.

		Valuation Date:		Any Scheduled Trading Day in the Price Adjustment Period or the Cash Settlement Pricing Period, as the case may be, that is not a Valuation Disruption Day.

		Valuation Disruption Day:		Any Scheduled Trading Day during the period beginning on, and including, the Trade Date, and ending on, and including the later of the last day of (x) the Price Adjustment Period and (y) any Cash Settlement Pricing Period (i) that is a Disrupted Day or a day designated by Bank as a Valuation Disruption Day pursuant to Section 5.6(b) or Section 7 hereof or (ii) on which Bank Group reasonably determines that it would be appropriate, in light of any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Bank Group) for Bank Group to refrain from purchasing Shares in connection with the Transaction.

				For each Valuation Disruption Day, Bank may, by written notice to Counterparty on or prior to the Price Adjustment Period Termination Date or the final Valuation Date of the Cash Settlement Pricing Period, as the case may be, in good faith, extend the Price Adjustment Period or the Cash Settlement Pricing Period, as the case may be, by an additional Valuation Date; provided, however, if the extension relates to clause (ii) in the paragraph immediately above, Bank shall not communicate to Counterparty the reason for such extension in the written notice.

		Market Disruption Event:		Section 6.3(a) of the Definitions is hereby amended by replacing clause (ii) thereof in its entirety with the following: “(ii) an Exchange Disruption, which in either case occurs at any time prior to the relevant Valuation Time on the relevant Valuation Date, or” and inserting immediately following clause (iii) thereof the following: “; in each case that the Calculation Agent determines is material.”


	Cash Settlement:	Counterparty may, in lieu of its obligation to deliver Shares in accordance with the “Net Share Settlement” provisions hereof, by written notice to Bank at any time no later than 5:30 p.m. (New York City time) on the Scheduled Trading Day immediately preceding the Scheduled Termination Date (or, in the case of an Accelerated Termination Date, reasonably promptly following receipt of notice from Bank of the designation of such Accelerated Termination Date), elect to pay to Bank on the Cash Settlement Date an amount in cash equal to the Cash Settlement Amount.

	Cash Settlement Date:	The Exchange Business Day immediately following the last day of the Cash Settlement Pricing Period.

	Cash Settlement Amount:	The Counterparty Share Delivery Amount multiplied by the arithmetic average of the Daily 10b-18 VWAP Prices for each Valuation Date during the Cash Settlement Pricing Period.

	Cash Settlement Pricing Period:	The number of Valuation Dates (which number of Valuations Dates shall in no event be greater than five) so specified by Bank in good faith following receipt by Bank of the notice described in the “Cash Settlement” provision hereof (or, for purposes of determining the Cash Settlement Date under Paragraph 1 of Annex A, the date on which Bank Group elects pursuant to the last paragraph of Section 3.3 for Annex A to apply), commencing on the first Valuation Date immediately following the later of the date on which Counterparty notifies Bank that Cash Settlement is applicable (or, for purposes of determining the Cash Settlement Date under Paragraph 1 of Annex A, the date on which Bank Group elects pursuant to the last paragraph of Section 3.3 for Annex A to apply) and the Price Adjustment Period Termination Date.

	Calculation Agent:	Bank.

	Credit Support Documents:	None

Share Adjustments:

	Method of Adjustment:	Calculation Agent Adjustment

	Extraordinary Dividend:	Any dividend or distribution, other than a dividend or distribution of the type described in Section 11.2(e)(i), Section 11.2(e)(ii)(A) or Section 11.2(e)(ii)(B) of the Definitions, that has an ex-dividend date occurring on or after the Trade Date and on or prior to the later of (x) the Settlement Date and (y) any Cash Settlement Date.


Extraordinary Events:

	New Shares:	In the definition of New Shares in Section 12.1(i) of the Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors)”.

	Consequences of Merger Events:

	(a) Share-for-Share:	Modified Calculation Agent Adjustment; provided, however, no adjustment shall be made to account for changes in stock loan rate, liquidity or hedging costs.

	(b) Share-for-Other:	Cancellation and Payment (Calculation Agent Determination); provided, however, no adjustment shall be made to account for changes in stock loan rate, liquidity or hedging costs.

	(c) Share-for-Combined:	Component Adjustment

	Determining Party:	Bank

	Tender Offer:	Applicable

	Consequences of Tender Offer:

	(a) Share-for-Share:	Modified Calculation Agent Adjustment; provided, however, no adjustment shall be made to account for changes in stock loan rate, liquidity or hedging costs.

	(b) Share-for-Other:	Cancellation and Payment (Calculation Agent Determination); provided, however, no adjustment shall be made to account for changes in stock loan rate, liquidity or hedging costs.

	(c) Share-for-Combined:	Component Adjustment

	Determining Party:	Bank


	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Definitions, it shall also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

	Determining Party:	Bank

Additional Disruption Events:

	(a) Change-in-Law:	Applicable; provided that, Section 12.9(a)(ii) of the Definitions is hereby amended by deleting clause (Y) in its entirety.

	(b) Insolvency Filing:	Applicable

	(c) Hedging Disruption:	Applicable; provided that, Section 12.9(a)(v) of the Definitions is hereby amended by adding the phrase “for five or more successive Scheduled Trading Days” immediately following the word “efforts” in the second line thereof.

Determining Party:		Bank

Additional Termination Event:		Bank may designate any Scheduled Trading Day as an Early Termination Date with respect to the Transaction if at any time the Counterparty declares an Extraordinary Dividend. In such case, the Transaction shall be the sole Affected Transaction and Counterparty shall be the sole Affected Party.

Non-Reliance/ Agreements and Acknowledgments Regarding Hedging Activities/ Additional Acknowledgments:		Applicable

3.	Share Settlement :

3.1

Upon (x) the occurrence or effective designation of an Early Termination Date in respect of the Transaction or (y) the occurrence of an Extraordinary Event that results in the cancellation or termination of the Transaction pursuant to Section 12.2, 12.3, 12.6 or 12.9 of the Definitions (any such event as described in clause (x) or (y) above, an “ Early Termination Event ”) (except, in the case of clause (y), an Extraordinary Event that is a Nationalization, Insolvency, a Merger Event or a Tender Offer, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash), if one party would owe any amount to the other party pursuant to Section 6(d)(ii) and 6(e) of the Agreement or any Cancellation Amount pursuant to Section 12.2, 12.3, 12.6 or 12.9 of the Definitions (any such amount, a “ Payment Amount ”), then on the date on which any

Payment Amount is due, in lieu of any payment or delivery of such Payment Amount, Counterparty may elect, by prior written notice to Bank, that the party owing such amount shall deliver to the other party a number of Shares (or, in the case of a Merger Event, Tender Offer, Nationalization or Insolvency, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Extraordinary Event (each such unit, an “ Alternative Termination Delivery Unit ” and, the securities or property comprising such unit, “ Alternative Termination Property ”)) with a value equal to the Payment Amount based on the market value of the Shares (or such Alternative Termination Property) as of the Early Termination Date or the date as of which the Cancellation Amount is determined, as the case may be, as determined by the Calculation Agent; provided that , notwithstanding anything to the contrary in the Definitions or the Agreement, any Payment Amount shall be determined without regard to any stock loan rate, hedging costs or liquidity relevant to the Shares; provided further that in determining the composition of any Alternative Termination Delivery Unit, if the relevant Extraordinary Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of common stock. In no event, however, shall the number of Shares required to be delivered by the Counterparty hereunder exceed the Maximum Number of Shares.

3.2

Notwithstanding anything to the contrary in this Confirmation, Counterparty acknowledges and agrees that, on any day, to the extent (but only to the extent) that transactions in Shares (or any other class of voting securities of Counterparty) would result in the ultimate parent entity of Bank directly or indirectly beneficially owning (as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) at any time on such day in excess of 9.0% of the outstanding Shares or any other class of voting securities of Counterparty, (a) Bank shall not be obligated to deliver or receive any Shares to or from Counterparty, (b) Counterparty shall not be entitled to receive any Shares from Bank on such day, and (c) any purported receipt or delivery of Shares shall be void and have no effect.

If, on any day, any delivery or receipt of Shares by Bank is not made, in whole or in part, as a result of this provision, the respective obligations of Counterparty and Bank to make or accept such receipt or delivery shall not be extinguished and such receipt or delivery shall be effected over time as promptly as practicable after Bank determines, in a commercially reasonable manner, that such receipt or delivery would not result in its ultimate parent entity directly or indirectly beneficially owning in excess of 9.0% of the outstanding Shares or any other class of voting securities of Counterparty.

3.3

Notwithstanding Section 9.11 of the Definitions, but subject to the last paragraph of this Section 3.3, the parties acknowledge that Shares delivered as part of Counterparty Share Delivery Amount or pursuant to this Section 3 may be Unregistered Shares. For the purposes hereof, “ Unregistered Shares ” means Shares that have not been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”) or any state securities laws (“ Blue Sky Laws ”) or Shares that cannot otherwise be freely sold, transferred, pledged or otherwise disposed of without registration under the Securities Act or under applicable Blue Sky Laws unless such sale, transfer, pledge or other disposition is made in a transaction exempt from or not subject to registration thereunder.

Upon request by Bank Group, Counterparty agrees to promptly remove, or cause to be removed, any legends referring to any transfer restrictions from such Unregistered Shares upon delivery by Bank Group to Counterparty of a seller’s representation letter in the form customarily delivered by Bank Group in connection with resales of restricted securities pursuant to Rule 144 under the

Securities Act, together with any supporting documentation which shall be required by Counterparty in its reasonable, good faith discretion (which may include an opinion of counsel); provided that , at the time of such request, Bank Group has satisfied all holding period and other requirements of Rule 144 applicable to Bank Group.

Notwithstanding anything to the contrary in this Confirmation, at the election of Bank Group by notice to Counterparty no later than two Exchange Business Days prior to the Scheduled Termination Date (or in the case of an Accelerated Termination Date, no later than the time of designation thereof), any delivery of Shares by Counterparty as part of the Counterparty Share Delivery Amount or pursuant to this Section 3 shall comply with the terms of Annex A hereof.

4.	Additional Agreements of the Parties :

4.1	For the avoidance of doubt, the last sentence of the first paragraph of 6(e) of the Agreement shall not apply with respect to the Transaction.

4.2

Bank agrees that in the event of the bankruptcy of Counterparty, Bank shall not have rights or assert a claim that is senior in priority to the rights and claims available to the shareholders of the common stock of Counterparty; provided, however, that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to the Transaction; and provided further that in pursuing a claim against Counterparty in the event of a bankruptcy, insolvency or dissolution with resp