Amgen Inc – ‘8-A12G/A’ on 3/30/95 – EX-99

As of:  Thursday, 3/30/95   ·   Accession #:  950150-95-216   ·   File #:  0-12477

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Form 8-A/A                                             4     13K 
 2: EX-99       Notice to Holders of Class A Warrants                  2±     8K 

EX-99   —   Notice to Holders of Class A Warrants

EX-99
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                                                                      EXHIBIT 99

SYNERGEN DEVELOPMENT CORPORATION
1885 33rd Street
Boulder, Colorado 80301-2546
303-938-6200
303-441-5535 FAX

February 1, 1995                                                                

Dear Partner in Synergen Clinical Partners, L.P.:                               

     We are writing you to describe how the acquisition of Synergen affects your
investment in Synergen Clinical Partners, L.P. (the "Partnership").             

 On December 29, 1994 a subsidiary of Amgen completed the acquisition of
Synergen for $9.25 per share, in cash. As a result, Synergen became a           
wholly-owned subsidiary of Amgen, and is being renamed Amgen Boulder Inc.       
Synergen Development Corporation, the general partner of the Partnership, will  
remain a wholly-owned subsidiary of Amgen Boulder Inc.                          

     The Synergen warrants you were issued in connection with your purchase of a
limited partnership unit now represent, upon exercise and payment of the current
per share exercise price ($15.69 per warrant share until February 29, 1996;     
$17.69 thereafter), the right to receive the merger consideration of $9.25 in   
cash per warrant share.                                                         

 The Partnership's rights to benchmark payments and royalties related to
commercial development of interleukin-1 receptor antagonist (IL-1ra) were not   
changed by the acquisition. Descriptions of those payments and royalties are    
included in the January 4, 1991 Agreement of Limited Partnership which you      
received when you purchased your limited partnership unit.                      

  A number of partners have inquired about possible tax losses a result of
the acquisition. Because individual tax situations vary, it is not possible to  
provide any guidance on this issue. You should consult with your tax advisor to 
determine what options are available to you. For your convenience, a copy of the
tax opinion on the original transaction is enclosed.                            

  A number of other inquiries were also made as to whether the acquisition
resulted in changes in the development plans for IL-1ra. At this point in time  
the Amgen Boulder Inc. research and clinical staffs are reviewing the plans for 
all of Synergen's product candidates, including IL-1ra. The team expects to     
complete the review within a few months. For now, the Il-1ra rheumatoid         
arthritis trial in Europe is continuing. Any material change in that trial will 
be communicated to you in the regular reports you receive from the Partnership. 

    We appreciate your patience during this transition period. If you have any
questions regarding this letter or any other Partnership issue, please feel free
to contact Sarah Crampton, Director of Investor Relations for Amgen Boulder     
Inc., at (805) 447-3352, or Robin Stanley of Paine Webber Incorporated at (800) 
433-8901.                                                                       

                     Very Truly Yours,

                                    Synergen Development Corporation
                                        General Partner of Synergen Clinical
                  Partners, L.P.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12G/A’ Filing		Date		Other Filings
		2/29/96
Filed on:		3/30/95		10-K,  15-12G,  8-K
		2/1/95
		12/29/94
				List all Filings