Trust Deed & Rules of The Amgen Technology Ireland Irish Tax Approved Share Plan

Exhibit 10.1 Dated the 13 th day of February 2007

AMGEN TECHNOLOGY (IRELAND) LIMITED and

the Trustees as defined within

TRUST DEED AND RULES

of the

AMGEN TECHNOLOGY IRELAND

IRISH TAX APPROVED SHARE PLAN

THIS DEED is made the 13 th day of February 2007 BETWEEN

(1) Amgen Technology (Ireland) Limited whose head office is situated at 30 Herbert Street, Dublin 2 (hereinafter in this Deed and the Rules called " the Company" ); and

(2) Computershare Trustees (Ireland) Limited whose registered office is situated at Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18 (hereinafter in this Deed and the Rules called the " Trustees" which expression where the context so admits shall include any successor body or any other or others being the trustee or trustees for the time being hereof). WHEREAS:

A. By a resolution of the Directors of the Company passed on the 6th day of February 2007 the Company resolved to establish the Amgen Technology Ireland Irish Tax Approved Share Plan .

B. It is intended that the said programme shall be an approved Plan within the meaning of Chapter 1, Part 17 of the Taxes Consolidation Act 1997 and Schedule 11 to that Act as amended or re-enacted from time to time and constituting an employees' share scheme, the purpose of which is to provide funds to the Trustees to enable them to acquire ordinary Shares in the capital of the Parent Company and subsequently to appropriate the said Shares to Eligible Employees of the Company and any Participating Companies.

C. The Trustees wish to declare the trusts upon which they will act and the Company has agreed to join in this Deed for the purposes mentioned herein.


2

NOW THIS DEED WITNESSES as follows: 1. (a) In this Deed unless the context otherwise requires words and expressions which are used and which are more particularly defined in the rules set out in the schedule hereto (" Rules" ), as amended from time to time as therein provided, shall bear the same meanings as in the Rules when used herein. (b) The Company is ultimately owned and controlled (within the meaning of Section 432 of the Act) by the Parent Company. (c) In pursuance of the resolution referred to in Recital A hereof the Amgen Technology Irish Tax Approved Share Plan is established in Ireland (the " Plan" ). (d) This Plan shall be operated and administered in accordance with this Deed and the Rules.

2. Any Participating Company may at any time make contributions to the Trust Fund and shall make available to the Trustees such sums as are appropriate under Rule 2(d)(i).

3. The Trustees shall hold the Trust Fund and any income arising thereon UPON TRUST to apply the same in purchasing Shares to be appropriated to Members in accordance with the Rules. Any unappropriated assets remaining in the hands of the Trustees at the end of the Perpetuity Period (as defined in Clause 19 hereof) shall be returned in cash to the Participating Companies in such proportions as shall be deemed just and equitable by the Trustees having regard to the contributions of each of the Participating Companies.

4. (a) The maximum number of Trustees shall be five and the minimum number of Trustees shall be three unless a body corporate shall be appointed as sole Trustee hereof or as one of two Trustees. (b) The Trustees shall be resident in Ireland for all purposes. (c) A Trustee may resign at any time upon giving to the Company not less than three months' written notice (or such shorter notice as the Company may accept) without assigning any reason and without being responsible for any costs occasioned by such retirement.


3 (d) The Company may at any time by deed supplemental to this Deed in its absolute discretion and without assigning any reason therefor remove a Trustee from office or (subject to the maximum of five) appoint new or additional Trustee(s). (e) When a Trustee resigns or is removed from office he shall forthwith do all acts and things necessary to vest the assets of the Plan in the joint names of the continuing and/or new Trustees. (f) The Company hereby declares and confirms the independence of the Trustees in the exercise of all their functions and obligations under the Plan and undertakes that it shall not seek to influence them in any manner. Notwithstanding the foregoing and without prejudice to the Company' s power of removal and appointment of Trustees under Clause 4(d), if a Trustee shall fail to exercise properly any power, duty or other function in relation to the operation of the Plan assigned to such Trustee under this Deed and the Rules, such failure may be noted in writing and having obtained the prior written approval of the Revenue Commissioners, the Company may remove such Trustee from office as Trustee and may appoint a new Trustee. 5. (a) The Participating Companies shall pay or reimburse to the Trustees upon demand in such proportions as the Trustees shall determine to be equitable all charges and expenses reasonably incurred by the Trustees in the establishment of the Plan and in the course of the administration of the Trust Fund including the remuneration (if any) from time to time payable to any Trustee hereof for acting as such. (b) Any individual Trustee shall be entitled to receive and to retain as remuneration for his services hereunder such sum or sums as the Company may from time to time resolve shall be paid to him therefor (unless he is an officer or employee of a Participating Company or any company associated with it) and he shall not be disqualified from voting or taking part in any decision of the Trustees on any matter by virtue of any personal and beneficial interest (actual or prospective) therein.


4 (c) Any Trustee being a solicitor, accountant, stockbroker or other person engaged in any profession or business shall be entitled to be paid all usual professional or proper charges for business transacted, time expended and acts done by him or any employee or partner of his firm in connection with this Deed including acts which a Trustee not being in any profession or business could have done personally. (d) Any Trustee being a body corporate (whether or not a trust corporation) may charge and be paid such reasonable remuneration or charges as shall from time to time be agreed in writing between the Company and such body corporate and any such body corporate being a bank or other financial institution shall be entitled (without accounting for any resultant profit) to act as banker and to perform any services in relation to this Deed on the same terms as would be made with a customer in the ordinary course of its business as a banker or other financial institution.

6. A Trustee hereof being a body corporate (whether or not a trust corporation) may in its capacity as trustee hereof act by its proper officers and may by such proper officers have and exercise all powers, trusts and discretions vested in it hereunder. 7. (a) No Trustee for the time being of the Plan and no director or employee of any corporate trustee shall be responsible chargeable or liable in any manner whatsoever for or in respect of any loss of or any depreciation in or default upon any of the investments securities stocks or policies in or upon which any part of the Plan may at any time be invested or for any delay which may occur from whatever cause in the investment of any monies belonging thereto or for the safety of any securities or documents of title deposited by the Trustees for safe custody or for the exercise of any discretionary power vested in the Trustees by the Trust Deed (including any act or omission by any committee appointed by the Trustees) or by reason of any other matter or thing except fraud, deliberate culpable disregard of the interests of all or of any of the beneficiaries under the Plan, or negligence, breach of duty or want of skill, care or diligence on the part of any Trustee who is engaged in the business of providing a trustee service for a fee.


5 (b) Each of the Trustees and each director of any corporate trustee shall be indemnified jointly and severally by the Company and any other Participating Company against all liabilities incurred by such Trustee in the execution of the trusts hereunder and in the management and administration of the Plan other than liabilities arising as a consequence of fraud or deliberate and culpable disregard of the interests of all or any of the beneficiaries under the Plan or negligence, breach of duty or want of skill, care or diligence on the part of any Trustee who is engaged in the business of providing a trustee service for a fee. (c) any Trustee who is engaged in the business of providing a trustee service for a fee shall, if it has not already done so, undertake to ensure that it and any person or corporate body to whom functions are delegated under Clause 13, has valid professional indemnity insurance cover, for as long as that Trustee is engaged in the business of providing a trustee service for a fee in respect of the Plan.

8. A person shall not be disqualified from acting as a Trustee hereof by reason of the fact that he is or has been a Member, or a director or employee of a Participating Company or any company associated with a Participating Company; or being a corporate trustee is itself a subsidiary of or associated with a Participating Company nor shall he or it be accountable for any benefit received by him, or any employee of it under the Plan.

9. The Trustees shall be entitled to rely without further enquiry on all information supplied to them by the Participating Companies. 10. The Trustees shall have the following powers and discretions in addition to those conferred upon them by the general law: (a) Full power and discretion to agree with the Company all matters relating to the operation and administration of the Trust Fund and so that no person claiming any interest hereunder shall be entitled to question the legality and correctness of any arrangement or agreement made between the Company and the Trustees in relation to such operation and administration.


6 (b) Power to arrange for any Participating Company to account to the Revenue Commissioners or other authority concerned for any amounts deducted from payments made pursuant to this Deed in respect of income tax and other deductions required by law. (c) Power by resolution:

(i) to authorise the manner in which cheques and other documents shall be signed on their behalf, and (ii) to delegate the signing of such cheques and documents to such person or persons as they shall think fit. (d) The Trustees shall be entitled to procure that any one or more of them may be registered as holder of any Plan Shares held by them upon the trusts of this Deed.

11. So long as a body corporate shall not be the sole trustee hereof:

(a) The Trustees (which in this Clause shall include the duly authorised officer of a body corporate which is a trustee) may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit and may determine. The chairman of every meeting of the Trustees shall be elected by the meeting. The quorum for any meeting shall be a majority of the Trustees and questions arising shall be decided by a majority of votes and in case of equality of votes the chairman of the meeting shall have a second or casting vote. (b) A resolution in writing signed by all the Trustees for the time being shall be as valid and effectual as a resolution passed at a meeting of the Trustees. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Trustees. Such resolutions shall be entered in the Minute Book referred to in sub-Clause (d) of this Clause. (c) A meeting of the Trustees at which a quorum is present shall be competent to exercise all the powers and discretions exercisable by the Trustees generally. (d) The Trustees shall cause proper minutes to be kept and entered in a book (" Minute Book" ) provided for the purpose of all their resolutions and proceedings and any such minutes of any meeting of the Trustees if purported to be signed by the chairman of such meeting or by the chairman of the next


7 succeeding meeting shall be admissible as prima facie evidence of the matters stated in such minutes. (e) Valid and effectual receipts and discharges for any monies or other property payable, transferable or deliverable to the Trustees or any of them may be given by any one Trustee or by any person from time to time authorised in writing for the purpose by the Trustees. (f) The Trustees may from time to time delegate any business to any one or more of their number.

12. The Trustees may act on the advice or opinion of any lawyer, broker, actuary, accountant or other professional or business person whether such advice was obtained by the Trustees or by the Company or any other Participating Company and shall not be responsible for any loss occasioned by their so acting.

13. The Trustees may employ any agent or agents to transact all or any business of whatsoever nature required to be done in the administration of the trusts, powers and provisions hereof (including the receipt and payment of money and the purchase and appropriation of Shares) and the Trustees shall not be responsible for the default of or any loss caused by the employment of any such agent or agents.

14. (a) The Trustees shall at all times comply with the provisions of Part 5 of Schedule 11 to the Act. (b) Subject to their obligations under paragraph 18 of Schedule 11 to the Act, the Trustees shall make arrangements with the Company whereby the Company and/or any other Participating Company will on behalf of the Trustees prepare and keep all necessary accounts (including the accounts of individual employees), records and other documents in connection with the trusts of the Plan and generally ensure that all administrative work in connection therewith is carried out and the Company hereby covenants with the Trustees that it and/or any other Participating Company will fully and accurately prepare and keep the accounts, records and documents and carry out the aforesaid work and shall make available to the Trustees all facilities and information necessary to ensure that full compliance is made with the provisions of the trusts of this Deed.


8 15. Any money at any time held by the Trustees and not immediately required by them for the purpose of this Deed may be placed on deposit (with or without interest) with any bank or other deposit taking institution in Ireland as the Trustees may determine, and used to purchase Shares under the terms of the Plan or to meet administration expenses of the Plan, or may be returned to the Participating Companies in such proportions as shall be deemed just and equitable by the Trustees having regard to the contribution of each Participating Company.

16. In the course of the operation of the Plan, the Trustees will become aware of and have access to certain information about Members which is confidential in nature. The Trustees shall keep such information confidential and shall not save for the purposes of administering the Plan and in accordance with the Data Protection Acts 1988 and 2003 without the prior written consent of the Member concerned disclose such information in whole or in part and they shall not use such information for any purpose other than the operation of the Plan.

17. The Trustees shall be liable for any liability to tax, properly incurred by the Trustees in the course of the operation of the Plan. 18. Subject to the prior written approval of the Revenue Commissioners under paragraph 5(2) of Part 2 of Schedule 11 to the Act the Company and the Trustees may at any time by a deed supplemental hereto modify, alter, amend or extend all or any of the provisions of this Deed (including the Schedule hereto) in accordance with Rule 13 provided that no such purported modification, alteration, amendment or extension shall be effective insofar as it alters the provisions of this Clause or extends the operation of the Plan beyond the Perpetuity Period describe ...