Item 4. Terms of the Transaction.
(a)(1)(i)(viii), (x), (xii) The information set forth in the Offer to Purchase is incorporated herein by reference.
(a)(1)(ix), (xi) Not applicable.
(a)(2) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a), (b) The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, The OfferCertain
Information Concerning Amgen and Purchaser, The OfferBackground of the Offer; Past Contacts, Negotiations and Transactions, The OfferPurpose of the Offer; Plans for Five Prime and The OfferThe
Merger Agreement; Other Agreements is incorporated herein by reference.
Item 6. Purposes of the
Transaction and Plans or Proposals.
(a) The information set forth in the sections of the Offer to Purchase entitled Summary Term
Sheet, Introduction and The OfferPurpose of the Offer; Plans for Five Prime is incorporated herein by reference.
(c)
The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Introduction, The OfferPrice Range of the Shares; Dividends on the Shares, The OfferCertain Effects
of the Offer, The OfferDividends and Distributions, The OfferPurpose of the Offer; Plans for Five Prime and The OfferThe Merger Agreement; Other Agreements is incorporated herein by
reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet and The OfferSource and Amount of
Funds is incorporated herein by reference.
(b), (d) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a), (b) The information set forth in the section of the Offer to Purchase entitled The OfferCertain Information Concerning Amgen and
Purchaser is incorporated herein by reference.
Item 9. Persons/Assets Retained, Employed, Compensated or
Used.
(a) The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet,
Introduction and The OfferFees and Expenses is incorporated herein by reference.
Item 10. Financial Statements.
(a), (b) Not applicable.
Item 11. Additional Information.
(a)(1) The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Introduction, The
OfferCertain Information Concerning Amgen and Purchaser, The OfferBackground of the Offer; Past Contacts, Negotiations and Transactions, The OfferPurpose of the Offer; Plans for Five Prime and
The OfferThe Merger Agreement; Other Agreements is incorporated herein by reference.
(a)(2), (3) The information set forth in the
sections of the Offer to Purchase entitled Summary Term Sheet, Introduction, The OfferThe Merger Agreement; Other Agreements, The OfferConditions of the Offer and The
OfferCertain Legal Matters; Regulatory Approvals; Litigation is incorporated herein by reference.