2/14/2017
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`Amgen - Investors - Press Release
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`Press Release
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`Amgen to Acquire Tularik for $1.3 Billion
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`THOUSAND OAKS, Calif. & SOUTH SAN FRANCISCO, Ca|if——March 29, 2004——
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`Amgen Inc. (Nasdaq:Al\/IGN) and Tularik Inc. (Nasdaq:TLRK)
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`o Adds Five Clinical Development Candidates to Amgen's Pipeline;
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`- Further Strengthens Amgen's Research Capabilities and Accelerates Planned Expansion into a Major
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`Biotechnology Hub;
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`- Amgen's 2004 Guidance to Remain Between $2.30 and $2.40 Adjusted Earnings Per Share;
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`o Tularik CEO to Join Amgen in Senior Role.
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`Amgen Inc. (Nasdaq:AI\/IGN), the world's largest biotechnology company, and
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`Tularik Inc. (Nasdaq:TLRK), a pioneer in drug discovery related to cell signaling and
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`the control of gene expression, todayjointly announced that they have signed a
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`definitive merger agreement whereby Tularik will become a wholly—owned
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`subsidiary of Amgen in a stocI<—for—stocI< transaction. The acquisition will combine
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`Amgen's leadership in cellular and molecular biology and medicinal chemistry with
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`Tularil<'s innovation in gene regulation. It will also dramatically accelerate Amgen's
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`planned expansion into the San Francisco Bay area, a major biotechnology hub.
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`Under the terms of the agreement, Amgen, in a tax—free transaction, will exchange
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`Tu|aril< common stock for Amgen common stock in a ratio that fixes Tu|arik's value
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`at $25 per share based on the average Amgen stock price during a set number of
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`trading days prior to the close of the transaction. The value of the transaction as of
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`the anticipated closing date is expected to be approximately $1.3 billion, net of
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`estimated cash to be acquired and net of Amgen's existing ownership of Tularik of
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`approximately 21 percent. In addition, there will be a one—time charge related to in-
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`httpzlfinvestors.amgen.com/phoenix.zhtrn|?c=61656&p=iro|-newsArtic|e_Print&|D=509295
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`Sandoz Inc. IPR2016-00318
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`2/14/2017
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`Amgen - lnvestors- Press Release
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`process research and development affecting GAAP earnings per share in the
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`period during which the deal closes.
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`The transaction is expected to close in the second half of 2004. Financial guidance
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`previously provided on December 15, 2003 by Amgen for 2004 adjusted earnings
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`per share will remain unchanged by this transaction. Amgen expects that this
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`transaction will represent an incremental increase of approximately $100 million
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`per year in Amgen's investment in research and development for the next several
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`years.
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`"Amgen is excited about combining with Tularik, a high—science company that is
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`focused on grievous illnesses and that shares our culture," said Kevin Sharer,
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`chairman and chief executive officer of Amgen. "We are particularly pleased to
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`have David Goeddel, a pioneer in biotechnology,join Amgen in a senior role."
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`"Tularil<'s research engine is a rare asset and a great strategic fit. Tularil< has a
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`strong team of scientists who share our desire to develop important new
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`therapeutics in inflammation, metabolic diseases and oncology. Amgen and Tularik
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`have complementary chemistry expertise and compound libraries that together
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`strengthen and broaden our discovery capabilities," said Roger M. Perlmutter,
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`M.D., Ph.D., executive vice president research and development of Amgen. "David
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`Goeddel has built a great organization that will be strengthened by Amgen's
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`significant additional resources including capabilities in protein, antibody, and small
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`molecule modalities, development expertise and commercial power."
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`Upon the closing of the transaction, Dr. Goeddel will become Site Head of Amgen
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`San Francisco, overseeing its research projects on an ongoing basis as well as
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`assisting in the strategic direction of Amgen's pipeline.
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`"Amgen has recognized the value of our employees and our ability to consistently
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`and successfully bring small molecules into the clinic,'' said David V. Goeddel, Ph.D.,
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`founder and chief executive officer of Tularil<. "We built Tularik to improve patients’
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`lives through the creation of novel and superior medicines that regulate gene
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`httpzlfinvestors.amgen.com/phoenix.zhtrn|?c=61656&p=iro|-newsArtic|e_Print&|D=509295
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`Sandoz Inc. IPR2016-00318
`Sandoz V. Eli Lilly, Exhibit 1136_0002
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`2/8
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`Sandoz Inc. IPR2016-00318
`Sandoz v. Eli Lilly, Exhibit 1136-0002
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`2/14/2017
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`Amgen - lnvestors- Press Release
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`expression. Amgen supports this mission, and the combination will allow Tularik
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`researchers to continue with the additional benefit of access to Amgen's global
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`research, development and commercialization capabilities."
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`The terms of the previous collaboration provided for Amgen and Tularil< to jointly
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`embark on multiple oncology—related drug discovery and development programs
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`over a five—year period. Under this agreement, Amgen committed to pay Tularil< up
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`to $21 million per program, $50 million in committed research funding over a five-
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`year period and royalties on net commercial sales of Amgen products resulting
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`from the collaboration. in aggregate, Amgen had committed to pay $125 million in
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`funding and potentially additional significant success related payments.
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`As a result of this acquisition Amgen will add Tularil<'s five novel clinical programs
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`and approximately 300 Tularik research scientists in therapeutic areas of interest.
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`Tu|aril< programs include potential treatments for cancer (hepatocellular, gastric
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`and esophageal) as well as potential treatments for inflammatory diseases, type 2
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`diabetes and obesity.
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`The boards of directors of Amgen and Tularik have approved the transaction,
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`which is subject to clearance under the Hart—Scott—Rodino Anti—Trust—
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`Improvement Act. This transaction is also subject to the approval of the
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`stockholders of Tularik and other customary closing conditions.
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`About Tularil<
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`Tularil< is engaged in the discovery and development of a broad range of novel and
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`superior orally available medicines that act through the regulation of gene
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`expression. Tularil<'s scientific platform is focused on three therapeutic areas:
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`cancer, inflammation and metabolic disease. Tularil< currently has five drug
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`candidates in clinical trials. In the cancer area, Tularil< is currently conducting a
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`pivotal study of T67 for the treatment of hepatocellular carcinoma and Phase 2
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`trials with T607 for the treatment of gastric and esophageal cancer. T487, for the
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`treatment of inflammatory diseases, and T131, for the treatment of type 2
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`httpzlfinvestors.amgen.com/phoenix.zhtrn|?c=61656&p=iro|-newsArtic|e_Print&|D=509295
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`Sandoz Inc. IPR2016-00318
`Sandoz V. Eli Lilly, Exhibit 1136_0003
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`3/8
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`Sandoz Inc. IPR2016-00318
`Sandoz v. Eli Lilly, Exhibit 1136-0003
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`2/14/2017
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`Amgen - lnvestors- Press Release
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`diabetes, are in Phase 2 trials to evaluate safety and pharmacokinetic parameters.
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`T71 for the treatment of obesity has recently commenced Phase 1 trials.
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`About Amgen
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`Amgen is a global biotechnology company that discovers, develops, manufactures
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`and markets important human therapeutics based on advances in cellular and
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`molecular biology.
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`Additional Information about the Merger and Where to Find It
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`In connection with Amgen's proposed acquisition of Tularik ("Acquisition"), Tularik
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`intends to file a proxy statement and other relevant materials and Amgen intends
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`to file a registration statement/prospectus and other relevant materials, with the
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`Securities and Exchange Commission (SEC). INVESTORS AN D SECU RITY
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`HOLDERS OF AMGEN AND TU LARI KARE URGED TO READ THE PROXY
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`STATEMENT/PROSPECTUS AND THE OTH ER RELEVANT MATERIALS WHEN
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`THEY BECOM E AVAILABLE BECAUSE TH EY WILL CONTAIN IM PORTANT
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`INFORMATION ABOUT AMGEN, TU LARI K AN D THE ACQUISITION. The proxy
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`statement/prospectus and other relevant materials (when they become available),
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`and any other documents filed by Amgen or Tularik with the SEC, may be obtained
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`free of charge at the SEC's Web site at www.sec.gov. In addition, investors and
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`security holders may obtain free copies of the documents filed with the SEC by
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`Amgen by directing a written request to: Amgen |nc., One Amgen Center Drive,
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`Thousand Oaks, CA 91320-1799, Attn: Investor Relations. Investors and security
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`holders may obtain free copies of the documents filed with the SEC by Tularik by
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`contacting Tularik Inc., Attn: Investor Relations at 1120 Veterans Blvd., South San
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`Francisco, CA 94080. Investors and security holders are urged to read the proxy
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`statement, prospectus and the other relevant materials when they become
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`available before making any voting or investment decision with respect to the
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`Acquisition.
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`httpzlfinvestors.amgen.com/phoenix.zhtrn|?c=61656&p=iro|-newsArtic|e_Print&|D=509295
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`Sandoz Inc. IPR2016-00318
`Sandoz v. Eli Lilly, Exhibit 1136-0004
`
`4'8
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`Sandoz Inc. IPR2016-00318
`Sandoz v. Eli Lilly, Exhibit 1136-0004
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`

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`2/14/2017
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`Amgen - lnvestors- Press Release
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`Amgen, Tularik and their respective executive officers and directors may be
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`deemed to be participants in the solicitation of proxies from the stockholders of
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`Tularik in favor of the Acquisition. Information about those executive officers and
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`directors of Amgen and their ownership of Amgen common stock is set forth in the
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`Amgen Form 10—K for the year ended December 31, 2003, which was filed with
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`the SEC on March 11, 2004. Information about the executive officers and directors
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`of Tularik and their ownership of Tularik common stock is set forth in the proxy
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`statement for Tularik's 2004 Annual Meeting of Stockholders, which was filed with
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`the SEC on March 17, 2004. Investors and security holders may obtain more
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`detailed information regarding the direct and indirect interests of Amgen, Tularik
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`and their respective executive officers and directors in the Acquisition by reading
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`the proxy statement/prospectus regarding the Acquisition when it becomes
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`available.
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`Forward—Looking Statements
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`This press release contains forward—looking statements within the meaning of the
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`"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995,
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`including statements about future financial and operating results and Amgen's
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`anticipated acquisition of Tularik. These statements are based on management's
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`current expectations and beliefs and are subject to a number of risks, uncertainties
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`and assumptions that could cause actual results to differ materially from those
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`described in the forward—looking statements. All statements other than statements
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`of historical fact are statements that could be deemed forward—looking statements.
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`For example, statements of expected synergies, dilution, financial guidance, timing
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`of closing, industry ranking, execution of integration plans and management and
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`organizational structure are all forward—looking statements. Risks, uncertainties
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`and assumptions include the possibility that the development of certain products
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`may not develop as expected or proceed as planned; that the Acquisition does not
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`close or that the companies may be required to modify aspects of the transaction
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`httpzlfinvestors.amgen.com/phoenix.zhtrn|?c=61656&p=iro|-newsArtic|e_Print&|D=509295
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`Sandoz Inc. IPR2016-00318
`Sandoz V. Eli Lilly, Exhibit 1 136_0005
`
`5/8
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`Sandoz Inc. IPR2016-00318
`Sandoz v. Eli Lilly, Exhibit 1136-0005
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`

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`2/14/2017
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`Amgen - lnvestors- Press Release
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`to achieve regulatory approval; that prior to the closing of the Acquisition, the
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`businesses of the companies suffer due to uncertainty; that the parties are unable
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`to successfully execute their integration strategies, or achieve planned synergies,
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`as well as other risks that are discussed below and others that can be found in
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`Amgen's and Tularik's Form 10—Ks for the year ended December 31, 2003, and in
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`Amgen's and Tularik's periodic reports on Form 10—Q and Form 8-K.
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`No forward—looking statement can be guaranteed and actual results may differ
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`materially from those we project. Amgen's results may be affected by its ability to
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`successfully market both new and existing products domestically and
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`internationally, sales growth of recently launched products, difficulties or delays in
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`manufacturing our products, and regulatory developments (domestic or foreign)
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`involving current and future products and manufacturing facilities. In addition,
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`sales of Amgen products are affected by reimbursement policies imposed by third
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`party payors, including governments, private insurance plans and managed care
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`providers, and may be affected by domestic and international trends toward
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`managed care and healthcare cost containment as well as possible U.S. legislation
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`affecting pharmaceutical pricing and reimbursement. Government regulations and
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`reimbursement policies may affect the development, usage and pricing of our
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`products. Furthermore, Amgen's research, testing, pricing, marketing and other
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`operations are subject to extensive regulation by domestic and foreign government
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`regulatory authorities. Amgen, or others could identify side effects or
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`manufacturing problems with Amgen's products after they are on the market. In
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`addition, Amgen competes with other companies with respect to some of its
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`marketed products as well as for the discovery and development of new products.
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`Discovery or identification of new product candidates cannot be guaranteed and
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`movement from concept to product is uncertain; consequently, there can be no
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`guarantee that any particular product candidate will be successful and become a
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`commercial product. In addition, while Amgen routinely obtain patents for its
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`httpzlfinvestors.amgen.com/phoenix.zhtrn|?c=61656&p=iro|-newsArtic|e_Print&|D=509295
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`Sandoz Inc. IPR2016-00318
`Sandoz v. Eli Lilly, Exhibit 1136-0006
`
`6'8
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`Sandoz Inc. IPR2016-00318
`Sandoz v. Eli Lilly, Exhibit 1136-0006
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`2/14/2017
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`Amgen - lnvestors- Press Release
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`products and technology, the protection offered by its patents and patent
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`applications may be challenged, invalidated or circumvented by its competitors.
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`Further, some raw materials, medical devices, and component parts for Amgen's
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`products are supplied by sole third party suppliers.
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`Amgen and Tularil< are providing this information as of the date of this news
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`release and neither Amgen nor Tu|aril< undertakes any obligation to update any
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`forward—lool<ing statements contained in this document as a result of new
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`information, future events or otherwise.
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`Amgen Inc.
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`Reconciliation of "Adjusted" Earnings Guidance to GAAP Earnings
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`Guidance for the Year Ended December 31, 2004
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`2004
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`"Adjusted" earnings per share guidance
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`$2.30 - $2.40
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`Known adjustments to arrive at GAAP earnings:
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`Amortization of acquired intangible assets(1)
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`Merger related retention expenses(2)
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`write off of Tularik acquired in-process R&D
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`(0.16)
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`(0.01)
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`and other merger-related expenses
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`—
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`(3)
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`GAAP earnings per share guidance
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`$2.13 - $2.23
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`(1) To exclude the ongoing, non-cash amortization of acquired
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`intangible assets, primarily ENBREL(R), related to the Immunex
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`acquisition. The total annual non-cash charge is currently
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`estimated to be approximately $340 million, pre- tax.
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`Sandoz Inc. IPR2016-00318
`Sandoz V. Eli Lilly, Exhibit 1136_0007
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`7/8
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`Sandoz Inc. IPR2016-00318
`Sandoz v. Eli Lilly, Exhibit 1136-0007
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`2/14/2017
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`Amgen - Investors - Press Release
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`(2) To exclude the incremental compensation payable to certain Immunex
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`employees principally under the Immunex short-term retention plan.
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`The total estimated remaining costs of such retention benefits is
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`approximately $25 million pre-tax, and will be incurred through
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`the quarter ending June 30, 2004.
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`(3) In connection with the acquisition of Tularik, Amgen will incur a
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`one-time expense associated with writing off the acquired
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`in-process research and development
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`.
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`In addition, Amgen will
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`incur other merger-related expenses. As the final amount of such
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`expenses has not yet been determined, no adjustment is reflected
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`above.
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`EDITOR'S NOTE: An electronic version of this news release may be accessed via
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`Amgen's Web site at www.amgen.com and Tularik's Web site www.tularil<.com.
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`Journalists and media representatives may sign up to receive all Amgen news
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`releases electronically at time of announcement byfilling out a short form in the
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`Media section of the Web site.
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`CONTACT: Amgen, Thousand Oaks
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`Christine Cassiano, 805-447-4587 (media)
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`Cary Rosansky, 805-447-1060 (investors)
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`or
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`TU LARI K, South San Francisco
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`Andrew Perlman, M.D., Ph.D., 650-825-7314
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`Alicia Williams, 650-825-7322
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`SOURCE: Amgen
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`http'lfinvestors amgen com/phoenix zhtrn|'7c=61656&p=iro|-newsArtic|e Print&|D=509295
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`Sa.nd(.)z Inc. Il.)R2016-00318
`Sandozv;EH1IAHy,Exhflnt1136-0008
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`8/8
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`Sandoz Inc. IPR2016-00318
`Sandoz v. Eli Lilly, Exhibit 1136-0008
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