Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. AMENDMENT NO. 7 TO THE MASTER SERVICES AGREEMENT BY AND...

Exhibit 10.47

Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for

confidential treatment that has been filed with the Securities and Exchange Commission.

AMENDMENT NO. 7

TO THE MASTER SERVICES AGREEMENT

BY AND BETWEEN

AMGEN INC. AND INTERNATIONAL BUSINESS MACHINES CORPORATION

This Amendment Number 7 (“Amendment”) is entered into effective as of August 17, 2011 (the “Amendment No 7 Effective Date”) by and between Amgen Inc. (“Company”) and International Business Machines Corporation (“Supplier”).

RECITALS

A. Company and Supplier entered into that certain agreement titled “Master Services Agreement” effective as of October 22, 2008 pursuant to which Supplier is to provide certain information systems infrastructure related services (the “Original Agreement”).

B. Thereafter, Company and Supplier entered into that certain document titled “Amendment No. 1 to the Master Services Agreement” dated January 23, 2009, pursuant to which Company and Supplier amended line item 5 to Attachment 3-C (Critical Deliverables and Milestones) to Exhibit 3 (Service Level Management) of the Original Agreement.

C. Thereafter, Company and Supplier entered into that certain document titled “Amendment Number 4 to the Master Services Agreement” dated April 1, 2009, pursuant to which Company and Supplier amended Attachment 4-A (Supplier Pricing Forms) to Exhibit 4 (Pricing) of the Agreement. Company and Supplier acknowledge that at the time that Amendment 4 was entered into there were no amendments to the Agreement that were referred to as amendment 2 or amendment 3, and Amendment 4 was numbered out of sequence.

D. Thereafter Company and Supplier entered into that certain document titled “Amendment Number 2 to the Master Services Agreement” dated July 17, 2009, pursuant to which Company and Supplier amended and restated Amendment 4, in its entirety, through the Amendment and referred to such as Amendment 2, amended Attachment 3-C (Critical Deliverables and Milestones) to Exhibit 3 (Service Level Management) and Exhibit 22 (Transition and Transformation) to the Agreement to change the due date for Critical Deliverable #8 (Detailed Transformation Plan) and Attachment 4-A to Exhibit 4 to the Agreement to amend the payment schedule applicable to Transition.

E. Thereafter, Company and Supplier entered into that certain document titled “Amendment Number 3 to the Master Services Agreement” dated October 6, 2009, pursuant to which Company and Supplier amended Exhibit 18 of the Agreement.

F. Thereafter, Company and Supplier entered into that certain document titled “Amendment Number 4 to the Master Services Agreement” dated May 1, 2009, pursuant to which Company and Supplier amended Attachments 3-A and 3-B to Exhibit 3 of the Agreement.

G. Thereafter, Company and Supplier entered into that certain document titled “Amendment Number 5 to the Master Services Agreement” dated December 14, 2009, pursuant to which Company and Supplier amended the Agreement, Exhibit 1, Exhibit 3, Attachments 3-A, 3-C and 3-F to Exhibit 3, Attachments 4- A, 4-B and 4-D to Exhibit 4 and Exhibit 22 to the Agreement and added new Attachment 4-G to Exhibit 4 the Agreement.

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H. Thereafter, Company and Supplier entered into that certain document titled “Amendment Number 6 to the Master Services Agreement” dated September 23, 2010, pursuant to which Company and Supplier amended the Agreement, Attachment 3-C to Exhibit 3, Exhibit 4, Exhibit 17, Exhibit 21 and Exhibit 22 to the Agreement and added new Attachment 8-A to Exhibit 8 to the Agreement. The Original Agreement together with Amendments 1, 2, 3, 4, 5 and 6 shall be referred to herein as the “Agreement.”

I. Company and Supplier desire, and are willing, to amend the Agreement as set forth herein.

NOW THEREFORE, in consideration of the promises and mutual covenants set forth or referenced herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties have reviewed and accepted all referenced material and any appendices, exhibits or other attachments hereto and agree to be bound by the terms and conditions set forth in the Agreement as modified herein as follows:

1. DEFINITIONS

1.1 Capitalized Terms. All capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. In the event of a conflict between the capitalized terms defined and set forth in this Amendment and the defined terms of the Agreement, the definitions set forth in this Amendment shall control.

2. AMENDMENTS TO THE AGREEMENT

The amendments set forth below shall be effective beginning on the Amendment No 7 Effective Date, unless otherwise indicated.

2.1 Master Services Agreement.

2.1.1 Amendments to Article 1. Article 1 of the Agreement shall be amended as set forth below.

2.1.1.1 The following new defined terms are hereby added to Section 1.1:

“Amendment No 7 Effective Date. “Amendment No 7 Effective Date” means the effective date of Amendment Number 7 to this Agreement.

AHS Commencement Date. “AHS Commencement Date” shall mean the first date upon which all of the RT Commencement Dates for the following Transition Work Streams identified in Attachment 29-A to Exhibit 29 have occurred: AHS-Backup (#14), AHS—Data Center Operations (#15), AHS-Unix/VMWare/Cluster/Middleware/Web Hosting (#11), AHS – Storage (#10), AHS – Citrix/Windows (#12), AHS – Database Administration (#13).

ISM Bridge Services. “ISM Bridge Services” shall mean the Services performed pursuant to Exhibit 2.8 (ISM Bridge Statement of Work).

Reverse Transition Assigned Contracts. “Reverse Transition Assigned Contracts” means the Third-Party agreements to be assigned by Supplier to Company and identified in Exhibit 11.

Reverse Transition Transitioned Personnel. “Reverse Transition Transitioned Personnel” means Supplier Personnel who either accept an offer of employment with Company or whose employment is transitioned to Company pursuant to relevant ARD Laws (or equivalent in countries outside of the EU) and become employed by Company, in connection with the Reverse Transition or EUS/SD Reverse Transition.”

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2.1.1.2 The defined terms and definitions below in Section 1.1 are each hereby amended and restated in their entirety as follows:

“Deliverables. “Deliverables” means any and all tangible work product, reports, data, specifications, designs, documents, correspondence, Software, documentation, and other materials, and other deliverables identified in an Order, including Transition Deliverables, Transformation Deliverables, Reverse Transition Deliverables, EUS/SD Reverse Transition Deliverables, Software Deliverables and Non-Software Deliverables.”

2.1.2 Amendments to Section 2.2. The first sentence of Section 2.2 of the Agreement shall be deleted and replaced with the following language:

“On written notice from Company to Supplier no less than one hundred twenty (120) days prior to the expiration of the Initial Term or then-current Renewal Term, the Parties may mutually agree to extend the Term for one (1) year extensions (each a “Renewal Term”) on the terms and conditions (including the Charges) then in effect; provided, however, that, if Supplier fails to provide written response to such notice within thirty (30) days following receipt thereof, then Supplier shall be deemed to have agreed to extend the Term in accordance with the terms of this Section.”

2.1.3 Amendments to Section 2.3. Section 2.3 of the Agreement shall be deleted and replaced with the following language:

“Section 2.3 Termination Charges. Except as set forth in Section 29.7 (Termination/Expiration Assistance), upon expiration of the Initial Term or any Renewal Term, [*]. Section 29.2 (Termination for Convenience) sets forth the applicability of fees associated with Company’s termination for convenience.”

2.1.4 New Section 3.6. The following language shall be added to the Agreement as new Section 3.6:

“Section 3.6 Effect of Amendment Number 7. As of the Amendment No 7 Effective Date, Supplier shall not be obligated to provide the Services under this Article 3.”

2.1.5 Amendments to Section 4.1. Section 4.1(A)(1) of the Agreement shall be deleted and replaced with the following language:

“(1) the services, functions and responsibilities described in this Agreement, including (a) the services, functions, responsibilities and Deliverables described in Exhibit 2 (Statement of Work), (b) the services, functions and responsibilities relating to the Transition, including Transition Deliverables (and, if applicable, the Transformation, including Transformation Deliverables), (c) the services, functions and responsibilities relating to the Reverse Transition, including Reverse Transition Deliverables, (d) and the services, functions and responsibilities relating to the EUS/SD Reverse Transition, including the EUS/SD Reverse Transition Deliverables and (e) the Termination/Expiration Assistance.”

2.1.6 New Section 5.7. The following language shall be added to the Agreement as new Section 5.7:

“Section 5.7 Effect of Amendment Number 7. As of the Amendment No 7 Effective Date, Supplier shall not be obligated to provide the Services under this Article 5.”

2.1.7 Amendments to Section 7.1(A). Section 7.1(A) of the Agreement shall be deleted and replaced with the following language:

“(A) Supplier acknowledges that it is performing the Services in a multi-vendor environment and agrees that its responsibilities shall include cooperating with, assisting and, to the extent agreed by the Parties, leading and coordinating the efforts of, any third-party vendors providing services or products to Company relating to the Services (collectively, “Third Party Vendors”), which cooperation and assistance efforts shall include proactively communicating with Third

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Party Vendors regarding Services issues and providing guidance to Third Party Vendors with respect to Supplier’s and Company’s IT environment, and which leadership and coordination efforts shall include acting as the single point of intake and resolution for Third Party Vendors’ questions and issues and scheduling meetings for the discussion and exchange of information. Supplier further agrees to cooperate with Company and Third Party Vendors so as to allow such Third Party Vendors to provide any services (including services similar to the Services) or products related to the Services in an integrated and seamless manner without disruption to Company’s business or IT operations.”

2.1.8 Amendments to Section 8.1 (D). Section 8.1 (D) of the Agreement shall be deleted and replaced with the following language:

“(D) Supplier to take an assignment of any Assigned Contracts and Company to take an assignment of any Reverse Transition Assigned Contract pursuant to Section 12.2.”

2.1.9 Amendments to Section 8.5. The second sentence of Section 8.5 of the Agreement shall be deleted and replaced with the following language:

“If such alternative approaches are required for a period longer than sixty (60) days following (i) the Amendment No 7 Effective Date, with respect to Reverse Transition Assigned Contracts, or (ii) the Effective Date, with respect to all other Required Consents, the Parties shall utilize the Change Control Procedure to increase or decrease the Charges to offset any increase in the costs and expenses of one Party due to the other Party’s failure to obtain a Required Consent.”

2.1.10 Amendments to Section 12.2. The following language shall be added to the Agreement at the end of Section 12.2:

“Supplier shall assign to Company, and Company shall assume from Supplier, the Reverse Transition Assigned Contracts. Company shall pay directly, or reimburse Supplier if Supplier has paid, the charges and other amounts under any Reverse Transition Assigned Contract, where such charges are attributable to the periods on or after the applicable assignment date specified by Exhibit 11.”

2.1.11 New Section 12.3 (D). The following language shall be added to the Agreement as a new Section 12.3 (D):

“(D) Effect of Reverse Transition

Exhibit 11 sets forth the Managed Contracts that shall cease to be Managed Contracts in connection with the Reverse Transition, and, with respect to each such Managed Contract, the time when the management obligations for such Managed Contract shall transfer from Supplier to Company. With respect to each such Managed Contract, Supplier’s obligations under this Section shall terminate upon the transfer of the management of such Managed Contract from Supplier to Company in accordance with the Reverse Transition Plan.”

2.1.12 Amendments to Section 10.6. Section 10.6 of the Agreement shall be deleted and replaced with the following language:

“Section 10.6 Measurement and Monitoring Tools. Supplier shall, with respect to each Service Level, prior to the date that such Service Level takes effect, implement and test measurement and monitoring Tools and procedures acceptable to Company to measure and report Supplier’s performance of the Services against the applicable Service Levels; provided that, with respect to any Tools provided pursuant to the ISM Bridge Services and used to provide measurement and monitoring of any Service Level, Supplier’s responsibility to provide any such Tool shall not apply following termination of such ISM Bridge Services, except to the extent such

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measurement and monitoring is required pursuant to Exhibit 12 (Reports) following termination of such ISM Bridge Services. Such measurement and monitoring Tools and procedures shall permit reporting at a level of detail sufficient to verify Supplier’s compliance with the Service Levels. Supplier shall also provide Company with (i) on-line, real time access to the data used by Supplier to calculate its performance against the Service Levels and (ii) documentation relating to the measurement and monitoring tools and procedures utilized by Supplier to generate such data. Given the nature of Company’s multi-vendor environment, any such data may be shared by Company with Third Party Vendors, provided that such Third Party Vendors have executed appropriate non-disclosure agreements or are otherwise bound by confidentiality obligations. The use of any such data by the Third Party Vendors shall be limited to managing the provision and delivery of services, products and resources to Company and resolving any issues or problems relating to the provision and delivery of any such services, products or resources. Company shall not be required to pay any amount in addition to the Charges for (A) such measurement and monitoring Tools required to be supplied by Supplier under this Section or (B) any resources utilized in connection with such measurement and monitoring Tools.”

2.1.13 Amendments to Section 17.3. Section 17.3 of the Agreement shall be amended as set forth below.

2.1.13.1. The last sentence of Section 17.3(B) of the Agreement shall be deleted and replaced with the following language:

“Subject to Section 17.3(E), throughout the Term, Supplier shall be responsible for updating the Policies and Procedures Manual to ensure that it remains current and reflects any changes to the Services, Company’s IT environment, operations and business processes, and any changes or updates to the Policies and Procedures Manual shall be provided to Company for review, comment and approval.”

2.1.13.2. The following language shall be added to the Agreement as new Section 17.3(E):

“(E) The Parties acknowledge and agree that, as of the AHS Commencement Date, the responsibility to maintain the Policies and Procedures Manual shall be transferred from Supplier to Company. Following such date and throughout the remaining Term, Company shall be primarily responsible for the maintenance of the Policies and Procedures Manual and Supplier shall be responsible for supporting Company in such efforts, including supporting Company’s updating, maintaining and enforcing the Policies and Procedures Manual in connection with the Services. In addition, Supplier shall identify and suggest to Company any changes necessary and/or appropriate to be made to the Policies and Procedures Manual to ensure that it remains current with respect to the Services and that it reflects any changes to the Services or Company’s IT environment, operations and business processes relating to the Services. The transfer of the Policies and Procedures Manual shall not affect or diminish Supplier’s responsibilities with respect to compliance with, and support of, Company Policies. Supplier shall, to the extent not included in the Policies and Procedures Manual or other Company Policies, at the Company’s request (subject to Change Order Procedure for any such request reasonably requiring additional Supplier Personnel), develop, maintain and adhere to written policies and procedures for its Services describing (in a manner satisfactory to Company in its sole discretion) how Supplier shall perform its Services in compliance with the Policies and Procedures Manual and other Company Policies, including the details of integration with Company’s Tools and/or Systems.”

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2.1.14 Amendments to Section 17.4. The last sentence of Section 17.4 of the Agreement shall be deleted and replaced by the following language:

“All changes to the Services shall be made in accordance with Change Control Procedure; provided that, any such changes to Services comprising the Reverse Transition shall be made in accordance with the change control procedure described in the Reverse Transition Plan.”

2.1.15 Amendments to Section 17.8. The phrase “and shall be included in the Policies and Procedures Manual” shall be deleted from second sentence of Section 17.8.

2.1.16 New Section 20.9. The following language shall be added to the Agreement as a new Section 20.9:

“Stale Invoices. Notwithstanding anything to the contrary in this Agreement, Supplier shall not invoice Company, and Company shall not be obligated to pay, any Charges that are not invoiced within one hundred and twenty days (120) days after the end of the month to which such Charges correspond and Supplier shall not be required to pay any credits (other than Service Level Credits) or reimbursements that are not identified by Supplier or Company within one hundred and twenty days (120) days after the end of the month to which such credits or reimbursements correspond. This provision does not apply to: (i) any formally disputed Charges, or any such credits or reimbursements which are subsequently reinvoiced pursuant to a settlement of the dispute; and (ii) Taxes for which either Party is responsible.”

2.1.17 Amendments to Section 21.1(B). Section 21.1(B) of the Agreement shall be deleted and replaced with the following language:

“Upon Company’s request, the termination or expiration of this Agreement for any reason (including termination for cause) or, with respect to any particular Company Data, on such earlier date that the same shall be no longer required by Supplier in order to render the Services, such Company Data (including copies thereof) shall be promptly returned to Company by Supplier in a form reasonably requested by Company (subject to any particular form specified in Exhibit 2.8 (ISM Bridge Services)) or, if Company so elects, shall be destroyed by Supplier, all at no additional charge to Company.”

2.1.18 Amendments to Section 21.2. Section 21.2 of the Agreement shall be amended as set forth below.

2.1.18.1 The first sentence of Section 21.2(B)(3) of the Agreement shall be deleted and replaced with the following language:

“Supplier shall at all times protect Company Systems that, pursuant to Exhibit 2, Supplier is responsible to monitor and/or control, through procedures and Tools deemed satisfactory by Company”

2.1.18.2 The first sentence of Section 21.2(C) of the Agreement shall be deleted and replaced with the following language:

“In the event of an attack or threatened or suspected intrusion or other breach of security against any Systems, Equipment and/or Software relating to the Services, Supplier shall, at its expense, and without limiting the Service Level obligations under this Agreement, take whatever steps are necessary to immediately protect such Systems, Equipment and/or Software and prevent any further breaches, including, to the extent Supplier is required under the Services to monitor access and control any such Systems, Equipment and/or Software: (1) preventing further access to the Systems, Equipment and Software from the source of the attack, (2) immediately backing up the affected Systems, Equipment, Software and Company Data, (3) enhancing defensive systems to prevent any similar breaches in the future, (4) contacting the ISP where the threat or attack originated and relevant law enforcement authorities, (5) investigating the extent of the damage, if any, (6) producing an incident report detailing Supplier’s findings and providing such report to

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Company, (7) providing supplemental monitor traffic from the attack source until risk of further attacks is deemed to be eliminated, and (8) temporarily disabling affected components of the Services, if warranted by the circumstances and with prior approval of Company, provided that such Services are reinstated as soon as the risk of further breaches is deemed to have been eliminated or adequate additional security measures have been implemented.”

2.1.19 Amendments to Section 23.2. Section 23.2 of the Agreement shall be deleted and replaced with the following language:

“Section 23.2 Maintenance. Supplier represents, warrants and covenants that it shall maintain the Systems (except to the extent Company is responsible for maintenance of any such System pursuant to Exhibit 4), Supplier Equipment and Supplier Software so that they operate in accordance with their specifications, including (A) maintaining Supplier Equipment in good operating condition, subject to normal wear and tear; (B) undertaking repairs and preventive maintenance on Supplier Equipment in accordance with the applicable Equipment manufacturer’s recommendations; and (C) performing Software maintenance in accordance with the applicable Software provider’s documentation and recommendations.”

2.1.20 Amendments to Section 25.1. Sections 25.1(L) and 25.1(M) of the Agreement shall be deleted and replaced with the following language:

“(L) Any claim or action by, on behalf of, or related to, Affected Personnel or Supplier Personnel arising on or after the Effective Date, excluding, with respect to Reverse Transition Transitioned Personnel, any such claim or action arising following the date that such Personnel begins employment with the Company, including claims relating to employment or engagement, termination of employment or engagement, occupational health and safety, worker’s compensation, ERISA or arising under other Applicable Laws, and any representations, oral or written, made by Supplier to such Personnel [*];

(M) Any claims relating to any Transitioned Personnel and/or Reverse Transition Transitioned Personnel arising before, on or after the Effective Date arising from the acts or omissions of Supplier, or one of its Affiliates or in connection with a failure by Supplier to comply with ARD Laws or other Laws [*];”

2.1.21 Amendments to Section 25.2(D). Section 25.2(D) of the Agreement shall be deleted and replaced with the following language:

“(D) Any claim or action by, or on behalf of, or related to the Transitioned Personnel and/or Reverse Transition Transitioned Personnel, in each case, arising from the acts or omissions of the Company, or one of its Affiliates, prior to the Effective Date or, with respect to Reverse Transition Transitioned Personnel, following the date such Personnel begin employment with Company, including claims relating to employment or engagement, occupational health and safety, worker’s compensation, ERISA or arising under other Applicable Laws, [*];”

2.1.22 Amendments to Section 27.2 (A). Sections 27.2(A)(2) and (3) of the Agreement shall be deleted and replaced with the following language:

“(2) to the extent set forth in Exhibit 2 (Statements of Work) update and test every six (6) months the operability of the DRP to ensure that the DRP is fully operational;

(3) to the extent set forth in Exhibit 2 (Statements of Work), certify to Company at least once during every six (6) month period during the Term and the Termination/Expiration Assistance Period that the DRP is fully operational; and”

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2.1.23 Amendments to Section 29.2. The following language shall be added to the Agreement at the end of Section 29.2:

“Notwithstanding the foregoing, Company may terminate the End User Services Tower and the Service Desk Tower upon 30 days prior written notice without any liability or obligation to pay termination fees or Wind-down Expenses.”

2.1.24 Amendments to Section 29.6. Section 29.6 of the Agreement shall be amended by adding the phrase “Subject to Section 2.2,” at the beginning of the Section.

2.1.25 Amendments to Section 29.7(A). The first sentence of Section 29.7(A) of the Agreement shall be deleted and replaced with the following language:

“Commencing six (6) months prior to expiration of this Agreement or on such earlier date as Company may reasonably request, or commencing upon a notice of termination (including notice based upon default by Company) or of non-renewal of this Agreement, and continuing for a period of twelve (12) months following the effective date of termination or expiration of this Agreement (the “Termination/Expiration Assistance Period”) (as such effective date may be extended pursuant to Section 29.6), Supplier shall continue to provide to Company, or at Company’s request to one or more Company designees (i) the Services that were provided prior thereto and (ii) any reasonable cooperation requested by Company that may be required from Supplier to facilitate the transfer of the affected Services to Company or a third party service supplier, as applicable, or Company’s designee (“Termination/Expiration Assistance”); provided that, the Termination/Expiration Assistance under clause (i) of this paragraph shall only apply to Services under the Service Desk and End User Services Towers and ISM Bridge Services until June 30, 2012, after which any such Termination/Expiration Assistance shall be deemed to be a New Service and the Termination/Expiration Assistance under clause (ii) shall, following June 30, 2012 with respect to Services under the Service Desk and End User Services Towers and ISM Bridge Services, only be performed by Supplier Personnel remaining after such date.”

2.1.26 Amendments to Section 29.7 (B). Section 29.7(B) of the Agreement shall be amended as set forth below.

2.1.26.1 The first sentence of Section 29.7(B) of the Agreement shall be deleted and replace with the following language:

“(B) “Termination/Expiration Assistance” shall include, subject to Section 29.7(A), the obligation to continue to provide the Services, the assistance described in Exhibit 26 (Termination/Expiration Assistance) and the following:

(1) Company or its designee shall be permitted to undertake, without interference from Supplier, to hire any Supplier Personnel primarily performing the Services as of the date Supplier receives notice of termination, or, in the case of expiration, within the six (6) month period (or longer period requested by Company) prior to expiration.”

2.1.26.2 Section 29.7(B)(3) of the Agreement shall be amended by inserting the following language at the beginning of the Section:

“Subject to Exhibit 4 (Pricing),”

2.1.27 Amendments to Section 30.13. The following language shall be added to the Agreement at the end of Section 30.13 of the Agreement:

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“This Section shall not apply to any of Supplier’s employees solicited, sought for procurement and/or hired by Company in connection with the Reverse Transition and/or EUS/SD Reverse Transition; provided that, notwithstanding Section 29.7(B)(1), the hire date for any such employee shall not occur prior to the RT Commencement Date for the applicable Reverse Transition Services, except as otherwise mutually agreed by the Parties.”

2.1.28 New Article 31. The Parties hereby agree to add the following language to the Agreement as a new Article 31 of the Agreement:

“ARTICLE 31

REVERSE TRANSITION

Section 31.1 General.

(A) Supplier shall plan, prepare for and conduct transition activities in accordance with the Reverse Transition Plan (the “Reverse Transition”). Supplier’s responsibilities with respect to the Reverse Transition shall include, subject to Exhibit 4 (Pricing), (i) paying all of costs associated with performing those tasks that are designated to be the responsibility of Supplier in the Reverse Transition Plan and (ii) performing such tasks as are required to enable Supplier to provide the Services, including following the Reverse Transition Completion Date.

(B) Company shall perform those tasks that are designated to be the responsibility of Company in the Reverse Transition Plan.

(C) Except as otherwise provided in Exhibit 4 (Pricing) or required for Company to complete those tasks which are designated to be the responsibility of Company in the Reverse Transition Plan, neither Supplier nor any of its Personnel shall charge the Company any fees, costs or expenses in connection with the Reverse Transition.

Section 31.2 Reverse Transition Plan. The Reverse Transition shall be conducted in accordance with a written plan (as such plan may be updated from time to time pursuant to the terms thereof, the “Reverse Transition Plan”) set forth in Exhibit 29 including all related documents attached thereto and/or referenced thereby (including Attachments 29-A, 29-B, 29-C and 29-D to Exhibit 29), describing the project scope, obligations, requirements and exit criteria for the in-sourcing of certain Services described therein.

Section 31.3 Performance of the Reverse Transition. Supplier shall perform the Reverse Transition in accordance with the Reverse Transition Plan and in such a manner so as to not disrupt Company’s IT and business operations (except to the extent that such disruption is identified in the Reverse Transition Plan or Supplier has otherwise provided Company with reasonable advance written notice of such disruption and Company has agreed in writing that such disruption is acceptable). Supplier shall provide all cooperation and assistance reasonably required and requested by Company in connection with Company’s evaluation and testing of any Deliverables provided pursuant to the Reverse Transition Plan (“Reverse Transition Deliverables”).

Section 31.4 Completion of the Reverse Transition. The Reverse Transition shall not be considered to be complete until all exit criteria identified in the Reverse Transition Plan have been completed to Company’s satisfaction in its reasonable discretion and all Reverse Transition Deliverables have been Accepted by Company.

Section 31.5 Buy Out, Acceptance and Settlement Items. Upon the Amendment No. 7 Effective Date, the terms of Exhibits 30-A (Buy-Out Items), 30-B (Settlements) and 30-C (Acceptance Items) shall apply.”

2.1.29 New Article 32. The Parties hereby agree to add the following language to the Agreement as a new Article 32 of the Agreement:

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“ARTICLE 32

EUS/SD REVERSE TRANSITION

Section 32.1 General.

(A) Commencing on the Amendment No 7 Effective Date, the Parties shall plan, prepare for and conduct transition activities in accordance with the EUS/SD Reverse Transition Plan (the “EUS/SD Reverse Transition”).

(B) Each Party shall perform those tasks that are designated to be the responsibility of such Party in the EUS/SD Reverse Transition Plan.

(C) Company shall not incur any Charges, fees, costs or expenses from Supplier in connection with Supplier’s performance of its responsibilities under the EUS/SD Reverse Transition.

Section 32.2 EUS/SD Reverse Transition Plan.

(A) General

The EUS/SD Reverse Transition shall be conducted in accordance with a written plan mutually agreed to by the Parties (the “EUS/SD Reverse Transition Plan”) which, at a minimum, shall include:

(1) a detailed description of the IT operations being transitioned to Company from Supplier;

(2) a detailed description of the EUS/SD Reverse Transition activities and responsibilities to be performed by Supplier, within the categories set forth on Exhibit 31;

(3) a detailed description of the deliverables (“EUS/SD Reverse Transition Deliverables”) and milestones (“EUS/SD Reverse Transition Milestones”) to be completed by Supplier;

(4) a detailed description of any tasks that Company is required to complete in connection with the EUS/SD Reverse Transition;

(5) a detailed description of the technology, methods, procedures, Supplier Personnel and organization that Supplier shall use to perform the EUS/SD Reverse Transition;

(6) a detailed schedule and workplan of all EUS/SD Reverse Transition activities to be completed in connection with the EUS/SD Reverse Transition, including the dates on which each such activity and any EUS/SD Reverse Transition Milestones and EUS/SD Reverse Transition Deliverables shall be completed;

(7) a detailed description of the potential risks associated with the EUS/SD Reverse Transition and the risk mitigation strategies that shall be employed by Supplier to eliminate or minimize such risks;

(8) a process and set of standards and completion criteria acceptable to Company to which Supplier shall adhere in the performance of the EUS/SD Reverse

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Transition and that shall enable Company to determine whether Supplier has successfully completed the EUS/SD Reverse Transition activities and EUS/SD Reverse Transition Deliverables associated with each EUS/SD Reverse Transition Milestone; and

(9) any other information and planning necessary to ensure that the EUS/SD Reverse Transition takes place on schedule and without disruption to Company’s business or IT operations.

(B) Completion of the EUS/SD Reverse Transition Plan

The Parties shall jointly prepare the EUS/SD Reverse Transition Plan, which EUS/SD Reverse Transition Plan shall not be considered final until Accepted by Company. The Parties shall cooperate and work closely with each other in finalizing the EUS/SD Reverse Transition Plan and the final EUS/SD Reverse Transition Plan and any subsequent changes to the EUS/SD Reverse Transition Plan shall be subject to Change Control Procedure.

Section 32.2 Performance of the EUS/SD Reverse Transition.

(A) General

Supplier shall perform the EUS/SD Reverse Transition in accordance with the EUS/SD Reverse Transition Plan and in such a manner so as to not disrupt Company’s IT and business operations (except to the extent that Supplier has provided Company with reasonable advance written notice of such disruption and Company has agreed in writing that such disruption is acceptable). Supplier shall provide all cooperation and assistance reasonably required and requested by Company in connection with Company’s evaluation and testing of the EUS/SD Reverse Transition Deliverables.

(B) EUS/SD Reverse Transition Managers

Each Party shall designate an individual to manage the EUS/SD Reverse Transition (the “EUS/SD Reverse Transition Manager”) on a dedicated basis during the EUS/SD Reverse Transition Period. The EUS/SD Reverse Transition Managers shall (1) serve as the single point of accountability for the EUS/SD Reverse Transition and (2) have day-to-day authority for ensuring that the EUS/SD Reverse Transition is completed in accordance with the EUS/SD Reverse Transition Plan.

(C) Meeting and Reporting Requirements

The EUS/SD Reverse Transition Manager shall meet on a regular, agreed upon, basis.

Section 32.3 Completion of the EUS/SD Reverse Transition.

The EUS/SD Reverse Transition shall not be considered to be complete until all exit criteria identified in the EUS/SD Reverse Transition Plan have been completed and all EUS/SD Reverse Transition Deliverables have been Accepted by Company.

2.2. Exhibit 1. Exhibit 1 (Definitions) to the Agreement shall be deleted and replaced by Exhibit1 to this Amendment.

2.3 Exhibit 2. Exhibit 2 to the Agreement shall be amended as set forth below.

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2.3.1. Exhibits 2.1 (Statement of Work Cross Functional Services) (including Exhibits 2.1.1, 2.1.2, 2.1.3, 2.1.3-A and 2.1.4) and 2.3 (Statement of Work Application Hosting Services) to the Agreement shall be deleted, effective upon the AHS Commencement Date.

2.3.2 Exhibit 2.1.3-A (Asset Inventory Data Element Requirements) to the Agreement shall be deleted.

2.3.3 Exhibit 2.2 (Statement of Work Messaging, Directory and Collaboration Services) to the Agreement shall be deleted.

2.3.4 Exhibit 2.4 (Statement of Work Managed Network Services) to the Agreement shall be deleted and replaced by Exhibit 2.4 to this Amendment.

2.3.5 Exhibit 2.5 (Statement of Work End User Services) to the Agreement shall be deleted and replaced by Exhibit 2.5 to this Amendment.

2.3.6 Exhibits 2.6 and 2.7 to this Amendment shall be added to the Agreement as new Exhibits 2.6 (Statement of Work Common Cross Functional Services) and 2.7 (Statement of Work Service Desk) to the Agreement, respectively, effective upon the AHS Commencement Date.

2.3.7 Exhibit 2.8 to this Amendment shall be added to the Agreement as new Exhibit 2.8 (ISM Bridge Statement of Work).

2.4 Exhibit 3. Exhibit 3 (Service Level Management) to the Agreement shall be amended as set forth below.

2.4.1 Exhibit 3 and Attachments 3-A (Service Levels Matrix) and 3-B (Critical Service Levels and Key Measurements) to Exhibit 3 to the Agreement shall be deleted and replaced by Exhibit 3 and Attachments 3-A and 3-B to Exhibit 3 to this Amendment, respectively.

2.4.2 Attachment 3-C to Exhibit 3 to the Agreement shall be deleted.

2.5 Exhibit 4. Exhibit 4 (Pricing) to the Agreement shall be amended as set forth below.

2.5.1 Exhibit 4 (Pricing) to the Agreement and, Attachments 4-B (Financial Responsibility/Asset Ownership Matrix), 4-D (Resource Baselines), 4-E (Resource Unit Volume Measurement), 4-F (Termination Charges) and 4-G (Local Country Pricing) to Exhibit 4 to the Agreement shall be deleted and replaced by Exhibit 4 and with Attachments 4-A, 4-B, 4-D, 4-E, 4-F, and 4-G to this Amendment, respectively.

2.5.2 Attachment 4-A to Exhibit 4 to the Agreement shall be deleted.

2.5.3 Attachment 4-H to Exhibit 4 to this Amendment shall be added to the Agreement as a new Attachment 4-H (Printers) to Exhibit 4.

2.6 Exhibit 9. Exhibit 9 (Current and Planned Projects) to the Agreement shall be deleted.

2.7 Exhibit 11. Exhibit 11 (Assigned and Managed Contracts) to the Agreement shall be amended as set forth below.

2.7.1 Exhibit 11 (Assigned and Managed Contracts) to the Agreement shall deleted and replaced by Exhibit 11 to this Amendment.

2.7.2 Attachments 11-A (Third Party Software), 11-B (Third Party Service Contracts), 11-C (Third Party Equipment Maintenance) and 11-D (Managed Contracts) to Exhibit 11 to the Agreement shall be deleted.

2.7.3 Attachment 11-E to Exhibit 11 to this Amendment shall be added to the Agreement as new Attachment 11-E (Third Party Software, Service Contracts, Equipment and Managed Contracts) to Exhibit 11.

2.8 Exhibit 12. Exhibit 12 (Reports) to the Agreement and Attachment 12-A (Description of Reports) to Exhibit 12 to the Agreement shall be deleted and replaced by Exhibit 12 and Attachment 12-A to Exhibit 12 to this Amendment, respectively.

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2.9 Exhibit 17. Exhibit 17 (Supplier Service Sites) to the Agreement shall be deleted and replaced with Exhibit 17 to this Amendment.

2.10 Exhibit 22. Exhibit 22 (Transition and Transformation) to the Agreement shall be deleted.

2.11 New Exhibit 29. Exhibit 29 and Attachments 29-A, 29-B, 29-C and 29-D to Exhibit 29 to this Amendment shall be added to the Agreement as new Exhibit 29 (Summary Reverse Transition Plan and Reverse Transition Commencement Dates) to the Agreement and Attachments 29-A (Reverse Transition Plans (MPP), 29-B (Exit Criteria), 29-C (Program Governance) and 29-D (AHS Bridge Statement of Work) to Exhibit 29 to the Agreement, respectively.

2.12 New Exhibits 30-A, 30-B and 30-C. Exhibits 30-A, 30-B and 30-C to this Amendment shall be added to the Agreement as new Exhibits 30-A [*], 30-B [*] and 30-C [*] to the Agreement.

2.13 New Exhibit 31. Exhibit 31 to this Amendment shall be added to the Agreement as new Exhibit 31 (EUS/SD Tasks and Responsibilities) to the Agreement.

3.   GENERAL TERMS

This Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties. This Amendment, when read in conjunction with the Agreement (including all exhibits, attachments, and schedules thereto) constitutes the entire agreement between the Parties with respect to the subject matter of this Amendment and pursuant to the terms of this Amendment supersedes all prior agreements, whether written or oral, with respect to the subject matter of this Amendment. Unless any amendment set forth above expressly provides for a different effective date, as of the Amendment No 7 Effective Date, the terms and conditions set forth in this Amendment shall be deemed a part of the Agreement for all purposes. Except as amended and supplemented hereby, all of the terms and conditions of the Agreement shall remain and continue in full force and effect and apply hereto.

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IN WITNESS THEREOF, the authorized representatives of the Parties have executed this Amendment to the Agreement.

AMGEN INC.				INTERNATIONAL BUSINESS MACHINES CORPORATION
Signature:   /s/  Xxxxxx Xxxxxx				Signature:   /s/  Xxxx Xxxxx
Name: Xxxxxx Xxxxxx				Name: Xxxx Xxxxx
Title: VP Sourcing, CPO				Title: Sr. Project Executive
Date: August 17, 2011				Date: August 16, 2011

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Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for

confidential treatment that has been filed with the Securities and Exchange Commission.

EXHIBIT 1

DEFINITIONS

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1.0 INTRODUCTION

In addition to the terms defined hereunder, common terms and acronyms are listed in Attachment 1-A (Common Terms and Acronyms) to this Exhibit.

Term		Definition
Action Item		Means an activity prescribed to prevent future occurrence of an Incident. After an underlying cause (root cause) of an Incident is identified, Action Items are established to prevent such Incident.
Actual Uptime		Means the measurement of time that a particular System, Application, Software, Equipment, Network, or any other part of the Services is actually available during the Measurement Window.
Additional Resource Charge (ARC)		Means a charge added to the Base Charge for each Resource Unit utilized and authorized by Company above the Resource Baseline.
ADM		Means Application development and maintenance Services.
Allocation of Pool Percentage		Means the portion of the Pool Percentage Available for Allocation that is specified for a Performance Category. The total of all Allocation of Pool Percentages shall not exceed the Pool Percentage Available for Allocation.
Application Server(s)		Means any Server not otherwise defined as a Utility Server.
Applications		Means programs and other Software (including the supporting documentation, media, on-line help facilities, and tutorials) that perform user- or business-related information processing functions. Application Software does not include the Tools, utilities, or System Software used to deliver it. Applications include database management Software.
Applications Software		See Applications.
Architecture		Means the design, process, strategies, and specification of the overall structure, logical components, and the logical interrelationships of Equipment and Software, including System Software, a Network, or other reasonably related conception.
Asset Inventory and Management System		Means an automated, database-driven Application used to store, query, and continuously update in the Configuration Management Database (CMDB) asset inventory information for all assets used in association with the Services, whether the assets are located at Company Sites or Supplier Sites.

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Term		Definition
At-Risk Amount		Means, for any month during the Term, [*] of the Monthly Invoice Amount, which is the maximum amount that Supplier will have at risk for Service Level Credits as set forth in Attachment 3-A (Service Level Matrix) to Exhibit 3 (Service Level Management).
Authorized User(s)		Means users of Services within and outside of Company including, but not limited to, Company employees, business units, vendors, customers, contractors, joint ventures, etc.
Availability		Means the Actual Uptime that a component or Service is available to perform its required function and expressed as a percentage of the Scheduled Uptime for a particular System, Application, Software, Equipment, Network, or any other part of the Services (that is, Availability = ((Actual Uptime)/(Scheduled Uptime)) x 100%). Where Systems are redundant, the outage of one System will not be counted against Availability provided that the Services are not disrupted.
Availability Management		Means processes to ensure Services (IT Infrastructure and supporting organizations) are available when Company needs them.
		Means the monthly fee for the provision of the Services associated with a specific Tower or Sub-Tower at the number of Resource Units included within the Resource Baseline for the applicable month.
Base Charges		Means the sum of each individual Base Charge.
Benchmarking		Means, for a Sub-Tower, a comparison of the quality and Charges for the Services of that Sub-Tower against the quality and prices of well-managed suppliers performing services similar to the Services of the Sub-Tower being evaluated to determine whether Company is receiving from Supplier pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, volume, and type of Services of that Sub-Tower provided by Supplier hereunder.
Business Continuity (Services)		Means the overall, Company-wide plans and activities of Company that are intended to enable continued business operation in the event of any unforeseen interruption. (e.g., plans and activities to move a department or business unit to a new location in the event of a business disruption.)
Business Continuity Lifecycle		Means the four-stage approach to BCM advocated by ITIL – initiation, requirements and strategy, implementation, and operational management.

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Term		Definition
Business Continuity Management (BCM)		Means the higher level process of ensuring business continuity, of which Information Technology Service Continuity Management (ITSCM) is a part.
CAB/Emergency Committee		Means a subset of the full CAB with authority to make emergency decisions.
Cabling		Means the physical connection between Equipment and a xxxx xxxx (i.e., the connections outside the wall), including physical cabling media, peripheral cabling used to interconnect electronic Equipment, all terminating Equipment and cross-connect fields, but not including conduits and pathways.
Calls		Means Problems, questions, or requests submitted to Supplier by telephone, electronically, or other means approved by Company.
Capacity Management		Means the responsibility for ensuring that the Capacity of the IT Infrastructure matches the evolving demands of the business in a cost-effective and timely manner.
Capacity Management Database		Could be implemented as multiple physical databases used to generate Capacity Management reporting.
Carrier		See Transport Vendor.
Change		Means the addition, modification or removal of approved, supported or baselined Equipment, Network, Software, Application, environment, System, desktop build or associated documentation.
Change Advisory Board (CAB)		Means the board that considers Requests for Change (RFCs) and recommends implementation or rejection based on business needs.
Change Management		Means the processes relating to planning and performing all Changes in Company’s IT environment pertaining to the Services, including Changes to individual components and coordination of Changes across all components. The Change Management processes will support and include checkpoints to determine any potential or required Change Control Procedures. A process of controlling Changes to the Infrastructure or any aspect of Services, in a controlled manner, enabling approved Changes with minimum disruption.

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Term		Definition
Change Request Authorization(s)		Means the process and any related forms required to request and authorize Changes requested by Authorized Users, where such Changes are within the scope of the existing Services.
CI Release		Means a collection of new and/or Changed CIs, which are tested and introduced into the live environment together.
Collaborative Applications		Means Applications containing functionality to enable electronic communication and messaging; work group collaboration; information transfers; frequently-asked questions (FAQs); and similar Applications that allow collaborative interaction and receipt/transfer of data and information both within and outside of Company. Examples of current and/or future Collaborative Applications include, but are not limited to, Lotus Notes, electronic mail, calendaring, and instant messaging.
Commencement Date		Means the date of January 19, 2009 for all locations but the Deferred Countries. For the Deferred Countries, Commencement Date shall mean the date of February 19, 2009. The Commencement Date, for all locations but the Deferred Countries, is the date on which Supplier shall assume, among other obligations set forth in the Agreement, the obligation to provide the Services. For the Deferred Countries, the Commencement Date is the date on which Supplier shall assume, among other obligations set forth in the Agreement, the obligation to provide the Services originating in such Deferred Countries.
Commercial Off The Shelf (COTS)		Means Equipment and/or Software as applicable that is readily available to the public from a Third Party that is not an Affiliate of a Party.
Company Information		Means all information, in any form, furnished or made available directly or indirectly to Supplier by Company or otherwise obtained by Supplier from Company. Company Information includes Company Confidential Information, Company Materials, and Company Data.
Company Materials		Means Materials, trade secrets, and trademarks owned by Company.
Conferencing Network		Means the portion of Company’s Network consisting of Conferencing Premise Equipment, Software, Transport Systems, Interconnect Devices, and Cabling used to create, connect, and transmit voice and video to Authorized Users.

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Term		Definition
Conferencing Premise Equipment		Means the Equipment, features, accessories, peripherals, and Cabling supported or used by Supplier in connection with its provision of conferencing Services to the Authorized Users, including room-based and cart-based video and audio conference Equipment (e.g., audio/video switching Equipment, control computers, monitors, cameras, document viewers, CODEC, sound Systems, video and audio conferencing bridges, muxes, multi-point bridging Equipment, studio room Equipment, and associated diagnostic Equipment), and all additions, modifications, substitutions, upgrades, or enhancements to such Equipment.
Confidentiality		Means protection of the Confidential Information against unauthorized access and use.
Configuration Item (CI)		Means a component of an IT Infrastructure - or an item, such as a Request for Change, associated with an Infrastructure - that is (or is to be) under the control of Configuration Management. CIs may vary widely in complexity, size and type - from an entire System (including all Equipment, Software and documentation) to a single Software module or a minor Equipment component.
Configuration Management		Means the process of identifying and defining Configuration Items in a System, recording and reporting the status of Configuration Items and Requests for Change, and verifying the completeness and correctness of the Configuration Items.
Configuration Management Database (CMDB)		Means a database that contains all relevant details of each CI and details of the important relationships between CIs.
Connectivity		Means the ability to access and exchange data, voice, and/or video electronic impulses between various Infrastructure components and with external sources as approved by Company and provided to Authorized Users.
Contract Year		Means the twelve consecutive months commencing on and following January 19, 2009, and commencing on and following each of the twelve consecutive months thereafter during the Term.
Control (and its derivatives)		See the definition included in the definition of Affiliate in Article 1 of the Agreement.
Critical Deliverables		Means those Deliverables for which a Deliverable Credit may be payable in accordance with Section 9 of Exhibit 3 (Service Level Management) and described in Attachment 3-C (Critical Deliverables). Critical Deliverables are identified in Attachment 3-A (Service Level Matrix). Critical Deliverables are not Critical Service Levels.

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Term		Definition
Critical Service Level		Means those Service Levels established under Exhibit 3 (Service Level Management) for which a Service Level Credit may be payable. Critical Service Levels are identified in Attachment 3-A (Service Level Matrix) and are described in Attachment 3-B (Critical Service Levels and Key Measurements). Each Critical Service Level has an Expected Service Level and a Minimum Service Level associated with it unless otherwise specified. It is the intent of the Parties that all Critical Service Levels shall be quantifiable, measurable, and objective.
Critical Transition and Transformation Credits		Deliverable Credits resulting from missed Deliverables of critical Transition Milestones or Transformation Milestones (CTTM) in accordance with Exhibit 22 (Transition and Transformation) and Exhibit 3 (Service Level Management).
Cross-Functional Services		Means those Services as required in Exhibit 2.6 (Cross Functional Services).
Current Projects		Means any projects being performed as of the date of the Effective Date.
Data Center		Means any controlled or consolidated location where Equipment resides for the delivery of Services to Company. Data Centers generally include environmental controls (air conditioning, fire suppression, etc.), backup power supplies, Network connections, and high Security. Supplier provided Data Centers shall be designated as a Tier III Design as defined by the Uptime Institute, Inc.
Deferred Countries		Means all countries other than the United States (with the United States including Puerto Rico), Mexico and Brazil.
Definitive Hardware Store (DHS)		Means an area set aside for secure storage of Equipment spares.
Definitive Software Library (DSL)		Means the collection of the master copies of all controlled Software in an organization.
Deliverable Credits		Means the monetary amount(s) that Supplier shall pay to Company in the event of a failure to achieve a Critical Deliverable.
Disaster Recover Planning		Means the series of processes that focus only upon the recovery processes, principally in response to physical disasters that are contained within BCM.
Disaster Recovery (Services)		Means the specific activities related to the continued provisioning of the Services in the event of an unforeseen interruption. The Disaster Recovery activities include support and coordination with the Business Continuity activities.

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Term		Definition
Downtime		Means the time that a particular System, Application, Software, Equipment, Network or any other part of the Services is not available during the Measurement Window.
Earnback		Means the methodology used to determine the potential elimination of a Service Level Credit as described in Section 7 of Exhibit 3 (Service Level Management).
End-User Computing (EUC)		See “End-User Services”.
End-User Services		Means the Services as required in Exhibit 2.5 (End-User Services).
Exit Criteria		Has the meaning ascribed to such term in Exhibit 29 (Reverse Transition Plan).
Expected Service Level		Means the desired level of performance for a Critical Service Level, as set forth in Attachment 3-A (Service Level Matrix).
Expiration Date		Means midnight on the last day of the Term unless terminated earlier in accordance with the Agreement, in which case, it shall mean midnight (unless a different time of day is specified, in which case it shall be the specified time of day) on the termination date applicable to such earlier termination.
Extranet		Means the portion of Company’s WAN, consisting of Equipment, Software, Transport Systems, Interconnect Devices, Wiring, and Cabling that are used to create, connect, and transmit data, voice, and video signals to, within or among Company’s customers, external partners, and Third Party Vendors. Extranets typically include Web sites that provide information to internal employees and also have secure areas to provide information and conduct business with certain Third Parties. The Extranet is not a public entity, but a private Network whose access is provided over the public Internet. The Extranet Network may be delivered via a public circuit-switched service, or VPN.
Fees		Means all Supplier Charges including for example, Base Charges, One-Time Charges, ARCs/RRCs, COLA adjustments, Incidental allowable expenses etc.
Forward Schedule of Changes		Means a schedule that includes detail of all the Changes approved for implementation and their proposed implementation dates.
Go-Live Date		Means January 18, 2010.

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Term		Definition
Hard IMAC		Means an approved IMAC request received from Company, which requires Supplier to dispatch a technician to the affected Site or Authorized User’s location in order to perform such required IMAC. A Hard IMAC shall include a Soft IMAC, if necessary.
High Availability (clusters)		Means, with respect to Servers, any redundant pair of such devices for which automatic fail over, load balancing, or clustering has been configured such that when one of the devices fails, Availability is provided by the other device with no loss of Availability to the Authorized User.
Hypercare		Means temporary extra support engaged immediately during/after implementation of a large Change or Project. Typically this support assists in training, handling user Calls/questions/Incidents, or supplements the implementation team for a period until steady state is reached.
IMAC(s)		Means installations, moves, adds, Changes, de-installations, and cascades for Equipment, Software, and related Services at designated Company Sites. IMACs will include: Hard IMACs, Soft IMACs, and Project IMACs.
Impact		Means the measure of the business criticality of an Incident, Problem or Request for Change, often equal to the extent of a distortion of agreed or Expected Service Levels.
Incident		Means (a) any event that is not part of the standard operation of a Service and that causes, or may cause, an interruption to, or a reduction in the quality of that Service; or, (b) is a contact with a user which is not related to non-standard operation of a Service, but that is a request for information/advice/documentation or is a request for some action to be taken regarding an affected Service(s) on behalf of the user (for example, a password reset).
Incident Management		Means the overall management of Incidents with primary goal of restoring normal Service operations as quickly as possible and minimizing the adverse Impact on business operations, thus ensuring that the best possible levels of Service quality and Availability are maintained. Normal Service operation is defined here as Service operation within Service Level limits.
Incident Management System		Means an automated System used to track the status of Incident Records defined and maintained by Service Desk Personnel.
Incident Record		Means information captured by Service Desk Personnel about an Incident.
Infrastructure		Means the entire portfolio of Equipment, System Software, and Network components required for the integrated provision and operation of Company’s IT Systems and Applications.

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Term		Definition
In-Scope		Means that which is included in the Services.
Integrity		Means the completeness and soundness of the data.
Interconnect Devices		Means the devices used to enable a portion of the Network to connect with another portion of the Network, either in a dedicated or dialup mode (for example, modems, bridges, routers, hubs, switches, gateways).
Internet Network		Means the portion of the Company’s WAN Network, consisting of Equipment, Software, Transport Systems, Interconnect Devices, Wiring, and Cabling that are used to create, connect, and transmit data, voice and video signals to the public Internet.
ISM Bridge Services		Has the meaning ascribed to such term in Exhibit 2.8 (ISM Bridge SOW).
ISM System		Has the meaning ascribed to such term in Exhibit 2.8 (ISM Bridge SOW).
IT Service Continuity Management		Means the process of ensuring that identified IT Services will be available during abnormal situations. It typically involves a detailed assessment of the business risk of key IT Services being lost, and then identifies countermeasures and plans to prevent - or recover from - identified contingencies.
ITIL		Means the Information Technology Infrastructure Library describing concepts and policies for managing information technology (IT) infrastructure, development and operations from the Office of Government Commerce (OGC) in the United Kingdom.
Joint Project Management Office or Joint PMO		Has the meaning ascribed to such term in Exhibit 29 (Reverse Transition Plan).
Key Measurements		Means those Service Levels for which no Service Level Credit is payable, but which are meaningful to Company’s business, and are described in Attachment 3-B (Critical Service Levels and Key Measurements).
Known Error		A Problem becomes a Known Error when the root cause is known and a temporary workaround or permanent alternative has been identified.
Known Error Database		A repository for all data on the CIs, symptoms, and resolution or circumvention actions relating to all Known Errors.

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Term		Definition
Local Area Network (LAN)		Means a local, high-speed Network, consisting of LAN Equipment, Software, Transport Systems, Interconnect Devices, Wiring, and Cabling that are used to create, connect, and transmit data, voice, and video signals to, within or among Company’s LAN segments. LANs are typically confined within limited geographic areas (such as a single building or group of buildings) and offer relatively high data rates, usually above 10 /100 MBPS. LANs typically interconnect End-User Computing Equipment, local Servers, and printers and may connect with WANs.
LAN Equipment		Means the Equipment and associated attachments, features, accessories, peripherals and Cabling supported or used by Supplier in connection with its provision of LAN Services to the Authorized Users, (e.g., bridges, intelligent and non-intelligent hubs, switches, gateways, remote access devices, intra-building Wiring, and associated diagnostic Equipment), and all additions, modifications, substitutions, upgrades, or enhancements to such Equipment.
LAN Segment		Means any portion (subset) of the LAN defined by either physical (for example, ports 1 – x, 23rd floor, etc.) or logical (for example, addresses aaa.bbb.ccc.001 – aaa.bbb.ccc.255) parameters that separate it from the remainder of the LAN.
LAN Systems		Means all LAN Equipment and associated Software supported or used by Supplier in connection with its provision of LAN Services.
Level 1 Support		Means support that is provided as the entry point for inquiries or Problem reports from Authorized Users. If Level 1 Personnel cannot resolve the inquiry or Problem, the inquiry or Problem is directed to the appropriate Level 2 Personnel or Third Party for resolution.
Level 2 Support		Means support that serves as a consolidation point for inquiries and Problems between Level 1 Support and Level 3 Support. For example, Level 2 Support might exist in a computer operations or a distribution/mail out center. If Level 2 Support Personnel cannot resolve the inquiry or Problem, the inquiry or Problem is directed to the appropriate Level 3 Support Personnel or Third Party for resolution.
Level 3 Support		Means support provided by the Personnel or Third Party that is most knowledgeable about the underlying Problem or question and that is utilized when efforts to resolve the Problem or question by Xxxxx 0 Support and Level 2 Support have failed or are bypassed. Inquiries or Problems are usually reported by Level 1 Support or Level 2 Support Personnel, but may be initiated directly by Authorized Users or Supplier.
Logical Security		Means controlling access to information, Software, and data by utilizing Operating Software parameters and applications level Security controls. Logical Security includes logical separation of processors and disk and segregation of reusable storage media.

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Term		Definition
Long-Range IT Plan		Means the long-range, comprehensive plan for Company’s IT Systems, processes, technical Architecture, and standards as more fully described in Exhibit 2.6 (Cross Functional Services).
Major Incident		Means an Incident that impacts Company or its business partners, typically a Service outage or degradation. A situation that, left untreated, has the potential to become an Incident that impacts Company or its business partners.
Major Software Release		Shall mean a new version of Software that includes changes to the Architecture and/or adds new features and functionality in addition to the original functional characteristics of the preceding Software release. These releases are usually identified by full integer changes in the numbering such as from “7.0” to “8.0,” but may be identified by the industry as a Major Software Release without the accompanying integer change. See the table immediately below for an example list of historical Major Software Releases.
		Platform		Major Software Release		Minor Software Release
		Wintel Desktop		Microsoft “enterprise recommended” desktop OS products: Windows 95, Windows 2000, Windows XP Professional		OS patches and Service Pack releases: Windows XP Professional SP1, Windows XP Professional SP2
		Wintel Server		Windows NT 3.5, Windows NT 4.0, Windows Server 2003		OS patches and Service Pack releases.
		IBM AIX		AIX 4.1.1, AIX 4.1.3, AIX 5L 5.1
		MS Exchange		Exchange 5.5, Exchange 2003, Exchange 2007		Patches & Service Pack release: Exchange Server 5.5 SP4
		HP-UX		HP-UX 11.0, HP-UX 11.1 (called 11i)
Materials		Means literary works or other works of authorship, such as programs, program listings, programming Tools, methodology, user manuals, reports, drawings, and other written documentation and machine-readable text and files.

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Term		Definition
Measurement Window		Means the time during, or frequency by, which a Service Level shall be measured. The Measurement Window will exclude Company approved scheduled maintenance.
Messaging		See Messaging Services.
Messaging Services		Means Internet and corporate e-mail, corporate calendaring, shared message filing (public folders), chat (instant messaging), electronic fax and voice mail. This includes all directory Services, Security controls and integrated functionality to make these Services effective in a corporate environment including the Services as required prior to the Amendment No 7 Effective Date in Exhibit 2.2 (Messaging Services).
Middleware		Connectivity Software that consists of a set of enabling services that allow multiple processes running on one or more Servers to interact across a network. Examples of Middleware are Citrix, Websphere, WebLogic, J2EE, Tibco and MQSeries.
Minimum Service Level Default		Means Supplier’s level of performance for a particular Critical Service Level fails to meet the applicable Minimum Service Level at any time.
Minimum Service Level(s)		Means the minimum level of performance set forth in Attachment 3-A (Service Level Matrix) with respect to each Critical Service Level and Key Measurement.
Mobile Data Communications Equipment		Means the Equipment and associated attachments, features, accessories, peripherals, and Cabling supported or used by Supplier in connection with its provision of Mobile Data Communications Services to the Authorized Users (e.g., wireless modems, wireless access points (WAPs), mobile data terminals, or other devices that may be mounted in vehicles either permanently or detachable for portability used to deliver Mobile Data Communication Network Services, and associated diagnostic Equipment), and all additions, modifications, substitutions, upgrades, or enhancements to such Equipment.
Mobile Data Communications Network		Means the wireless portion of Company’s Network consisting of Mobile Data Communications Equipment, Software, Transport Systems, Interconnect Devices, Wiring, and Cabling used to create, connect, and transmit data to and from Mobile Data Communications Equipment via mobile IP Network roaming Services.
Mobile Data Communications System		Means the Mobile Data Communications Equipment and associated Software supported or used by Supplier in connection with its provision of Mobile Data Communications Services.

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Term		Definition
Mobile Short Messaging Equipment (MSM Equipment)		Means the Equipment and associated attachments, features, accessories, peripherals, and Cabling supported or used by Supplier in connection with its provision of Mobile Short Messaging Services to the Authorized Users (for example, pagers, paging transmitters, PDAs (Palm Pilot, Blackberry) and associated diagnostic Equipment) and all additions, modifications, substitutions, upgrades, or enhancements to such Equipment.
Mobile Short Messaging Network		Means the portion of the Network consisting of Mobile Short Messaging Equipment, Software, Transport Systems, Interconnect Devices, and Cabling used to create, connect, and transmit data to Authorized Users.
Monthly Invoice Amount		Means the total of all Base Charges plus ARCs minus RRCs payable by Company for the Services for a particular month, excluding Transition Charges, Transformation Charges, taxes, Pass-Through Expenses, or any Charges associated with Equipment or Software buy-outs by Supplier that may apply.
N Release Level		Means the most recently released and generally available Major Software Release.
N 1 Release Level		Means the next to most recently released and generally available Major Software Release.
N 2 Release Level		Means the next to most recently released and generally available Major Software Release prior to the N 1 Release Level.
Network		Means collectively, Company’s Transport Services, WAN, LAN, Standard Voice Network, Conferencing Network, Mobile Data Communications Network, and Mobile Short Messaging Network.
		(Individually “a Network;” for example, “WAN” or “Standard Voice Network,” and collectively, “the Network” or “Network”).
Network Topology		Means the arrangement in which the nodes or interfaces to the Network are connected.
Nine-Month Measurement Period		Means if Section 8.3 of Exhibit 3 (Service Level Management) is used to establish the Expected Service Level and Minimum Service Level commitments, the nine (9) consecutive months of measurements immediately preceding the month in which Company provided written notice to Supplier.
One-Time Charges		Means any fees that are specified by Supplier and which are non-recurring and are typically associated with start-up and implementation costs.
Operating Software (Operating System)		Means the Software control program in a CPU that provides the interface to the CPU and its associated Equipment, and the usage and allocation of memory resources, processor resources, input/output resources, and Security resources.

Amgen and IBM Confidential E-1 – Page 14 of 21

Term		Definition
Operating System Instance (OS Instance)		Means one (1) Server Operating System kernel process, running on a physical or logical Application Server or Servers in a clustered configuration that may be shared with other Operating System kernel processes, that has access to and manages a logical or physical subset of the underlying Application Servers’ physical resources including persistent storage (disk), volatile storage (memory) and central processing units.
Operational Level Agreement		Has the meaning in ITIL as internal support requirements or “back-to-back” agreements.
Performance Category		Means a grouping of Critical Service Levels as set forth in Attachment 3-A (Service Level Matrix). Critical Deliverables do not constitute a Performance Category.
Performance Credit(s)		Means an amount of payment withheld from payment to Supplier as a result of a Service Level Default or a Minimum Service Level Default.
Planned Projects		Means any Projects that are not yet started as of the Effective Date, but are planned to begin prior to the Commencement Date.
Policy and Procedures Manual		Means a manual that describes how the Parties will work together and how Services are to be performed.
Pool Percentage Available for Allocation		Means [*] of the At Risk Amount.
Portable Network Devices		Means portable, hand-held Equipment used by Authorized Users for telecommunications access and Services, including pagers, mobile phones, calling cards, and any telecommunications functionality associated with PDAs. Portable Network Devices do not including personal computers or laptops.
Post Implementation Review (Post Project Review)		Means an assessment of business benefits delivered once the Project products have been put into use.
Problem		Means the unknown underlying cause of one or more Incidents.

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Term		Definition
Problem Management		Means the process of tracking and managing all Problems arising in Company’s IT environment, and resolving those Problems arising from or related to the Services.
		Problem Management includes process, Software, techniques and procedures that aid in identification, tracking, communication, and resolution of Problems arising in Company’s IT environment, and resolving those Problems arising from or related to the Services. The goal of Problem Management is to minimize the adverse Impact of Incidents and Problems on the businesses that are caused by errors within the IT Infrastructure, and to prevent recurrence of Incidents related to these errors. In order to achieve this goal, Problem Management seeks to get to the root cause of Incidents and then initiate actions to improve or correct the situation.
Problem Manager		Means the individual who has responsibility for all Problem Management activities within a Party.
Problem Tracking System		Means the functionality and technical characteristics of the System described in Exhibit 2.6 (Cross-Functional Services).
Procurement Catalog		Means a list of End-User Services Equipment and Software that are the Company-approved products for purchase or lease by Authorized Users for new deployments.
Project IMAC		Means a combination of twenty five (25) or more Hard IMACs, where the Hard IMACs are related to the same unique requirement and time frame for an Authorized User, and are included as part of a unique IMAC request or closely related IMAC requests.
Qualified		Means documented evidence has been established which provides a high degree of assurance that Equipment and/or Systems will consistently operate as expected and are capable of fulfilling specified requirements.
Reduced Resource Credit (RRC)		Means a credit (subtraction) from the Base Charge for reduced utilization of a Resource Unit below the Resource Baseline, and any deadband (if proposed), for the applicable month.
Refresh		Means the upgrading and/or replacing of Equipment and Software during the Term.
Regulated		Means having a business purpose that must meet the requirements of a regulation.
Release Management		Means the process of managing the procedures to ensure secure, managed rollouts of new Equipment, new versions of Software, and/or new documentation, created in-house or by a Third Party.

Amgen and IBM Confidential E-1 – Page 16 of 21

Term		Definition
Request for Change (RFC)		A formal, written, request to Change Configuration Items within and organization.
Request Management		Means the process of tracking and managing all Service Requests from Authorized Users arising in Company’s IT environment, and resolving those Service Requests arising from or related to the Services. In ITIL this is viewed as a special case within Incident Management, dealing with Service Requests as opposed to outages.
Resource Baseline(s)		Means the volume of Resource Units in each Sub-Tower as set forth in Attachment 4-D that are included in the applicable Base Charge for such Sub-Tower.
Resource Capacity Management (RCM)		Means the process of managing the components of the IT Infrastructure including monitoring and measurement. RCM is part of Capacity Management.
Reverse Shadowing		Has the meaning ascribed to such term in Exhibit 29 (Reverse Transition Plan).
Resource Unit(s)		Means a measurable device, unit of consumption, staffing level, or other resource that is associated with the Services for a particular Tower or Sub-Tower and is utilized as a volume measure and for pricing purposes.
Retained Employees		Means those Company employees who will retain their employment with Company.
Reverse Transition Commencement Date or RT Commencement Date		Has the meaning ascribed to such term in Exhibit 29 (Reverse Transition Plan).
Reverse Transition Services		Has the meaning ascribed to such term in Exhibit 29 (Reverse Transition Plan).
Reverse Transition Work Stream		Has the meaning ascribed to such term in Exhibit 29 (Reverse Transition Plan).
Reverse Transition Work Stream Owner		Has the meaning ascribed to such term in Exhibit 29 (Reverse Transition Plan).
Retained Expense(s)		Means the expense types or amounts retained by Company as set out in Attachment 4-C [*].

Amgen and IBM Confidential E-1 – Page 17 of 21

Scheduled Downtime		Means scheduled time approved by Company for taking Systems down for maintenance.
Scheduled Uptime		Means that period of time (days of the week and hours per day) during which a particular System, Application, Software, Equipment, Network, or any other part of the Services is expected to be available during the Measurement Window.
Security		Means ensuring that Services are used in an appropriate way by the appropriate people.
Security Management		Means the process of managing a defined level of Security on information and Services. This includes managing Confidentiality, Integrity, and Availability of data.
Security Manager		Means the person Supplier designates to manage the Security Management process. The Security Manager is responsible for fulfilling the Security demands as specified in the Service Levels, either directly or through delegation by the Service Level Manager. The Security Officer and the Security Manager work closely together.
Security Officer		Means the person Company designates to assess the business risks and setting the security policy. The Security Officer is the counterpart of the Security Manager and resides in Company. The Security Officer and the Security Manager work closely together.
Server		Means any computer that provides shared processing or resources (e.g., printer, fax, Application processing, database, mail, proxy, firewalls, and backup capabilities) to Authorized Users or other computers over the Network. A Server includes associated peripherals (for example, local storage devices, attachments to centralized storage, monitor, keyboard, pointing device, tape drives, and external disk arrays) and is identified by a unique manufacturer’s serial number.
Service Capacity Management (SCM)		Means the process of managing the performance of the Services provided to Company and its customers, including measurement of Service Levels results. SCM is part of Capacity Management.
Service Catalog		Documents the Services provided to Company, including components, features, and Charges.
Service Desk		Means the facilities, associated technologies, and fully trained staff who respond to Calls and serve as the initial and single point of contact for Authorized Users for technical support for Incidents and Service Requests.
Service Level Credit Allocation Percentage		Means the percentage of the Allocation of Pool Percentage allocated to a Critical Service Level within a Performance Category.
Service Level Performance		Means in respect of each Service Level, Supplier’s actual performance of the Services against such Service Level in the relevant period.

Amgen and IBM Confidential E-1 – Page 18 of 21

Service Request		Every Incident which is not a failure in the IT Infrastructure. Examples include requests for information or assistance.
Severity Level		Means the categorization of a Problem associated with the Services based on the potential Impact of the Problem to Company, and as further defined in Attachment 3-F (Severity Levels) to Exhibit 3 (Service Level Management).
Shadowing		Has the meaning ascribed to such term in Exhibit 29 (Reverse Transition Plan).
Site(s)		Means Company and Supplier locations where the Services will be performed or delivered as specified in Exhibit 7 (Sites) and as may change during the Term.
Soft IMAC		Means an approved Software IMAC request received from Company, which IMAC can be performed concurrently with remote element management Tools and does not require any physical on-site intervention. A Software patch or error correction upgrade will not be considered as a Soft IMAC.
Software		Means any Application Software or System Software.
Standard Change		Means an accepted solution to an identifiable and relatively common set of requirements, where authority is given in advance of implementation, such as setting up an access profile for a new employee.
Standard Products		Means minimum End-User Services Equipment and Software requirements and/or specific End-User Services Equipment and Software that are designated as being in standard use within Company.
Standard Voice Network		Means the portion of the Network consisting of Standard Voice Premise Systems, Software, Transport Systems, Interconnect Devices, Wiring and Cabling used to create, connect, and transmit voice to Authorized Users.
Standard Voice Premise Equipment		Means the Equipment and associated attachments, features, accessories, peripherals, and Cabling supported or used by Supplier in connection with its provision of Standard Voice Services to the Authorized Users, including PBXs and PBX rectifiers, IP telephony, Centrex, handsets, key Systems, small office/home communications Systems, voice mail Systems, and paging Systems, American Disabilities Act (ADA) communications devices (for example, TDDs, teletype, special equipped handsets), voice recognition units (“VRUs”), interactive voice response units (“IVRs”), call data recording Systems (“CDRs”), automatic call distributors (“ACDs”), voice communications management Systems, backup battery Systems, and associated diagnostic equipment.
Standard Voice Premise Systems		Means all Standard Voice Premise Equipment and associated Software supported or used by Supplier in connection with its provision of Standard Voice Services.

Amgen and IBM Confidential E-1 – Page 19 of 21

Supplier Materials		Means Materials independently developed by Supplier and/or its Subcontractors outside the scope of this Agreement and used by Supplier in connection with the provision of Services.
System(s) Software		Means those programs and Software, including documentation and Materials, that perform tasks basic to the functioning of the computer Equipment, or which are required to operate the Applications, or otherwise support the provision of Services by Supplier. Systems Software includes Operating Software, Systems utilities, and any other Software not designated as Applications.
Termination Fees		Means the fees set forth in Attachment 4-F (Termination Fees) that are payable by Company to Supplier in the event that Company exercises certain termination rights under the Agreement. The Termination Fees are exclusive of the Wind-down Expenses.
Third-Party Materials		Means Software and other Materials owned by a Third Party.
Transport		Means a commercial Service providing the carriage or transmission of voice, video, or data electronic impulses over a distance.
Transport Facilities		Means the entire medium over which Transport takes place, including the Equipment and associated attachments, features, accessories, peripherals, and Cabling supported or provided by Supplier in connection with Transport Services (for example, data-access lines and circuits; voice-access lines and trunks; ISDN lines; copper and fiber; microwave, and satellite, routers, hubs, switches, PBXs, etc.).
Transport Services		See Transport.
Transport Systems		Means all Transport Facilities and associated Software supported or provided by Supplier in connection with the provision, monitoring, or management of Transport Services.
Transport Vendor(s)		Means a provider of Transport Services.
Unrelieved Service Level Credits		Means all Service Level Credits that are not eliminated via Earnback.
Unserviceable Equipment		Means Equipment that Company has agreed, pursuant to Section 10.4 (Excused Performance) of the Agreement, as Equipment that Supplier is no longer required to repair should said Equipment partially or fully fail.
Urgency		Measure of the business criticality of an Incident or Problem based on the Impact and on the business needs of Company.

Amgen and IBM Confidential E-1 – Page 20 of 21

Utility Server(s)		Means the following types of Servers: file, print, DNS, DHCP, NTP, firewall, authentication, WINS, infrastructure management, domain controllers, or other similar supervisory or utility instances.
Validated		Means documented evidence has been established which provides a high degree of assurance that a specific process will consistently produce a product meeting its pre-determined specifications and quality attributes.
WAN (or Wide Area Network)		Means a long haul, high-speed backbone transmission Network, consisting of WAN Equipment, Software, Transport Systems, Interconnect Devices, and Cabling that, and other Services as they become available that are used to create, connect, and transmit data, voice and video signals to within, between or among: (i) LANs; (ii) and non-Company locations that do business with Company and for which Company is responsible for allowing Connectivity.
WAN Equipment		Means the Equipment and associated attachments, features, accessories, peripherals, and Cabling supported or used by Supplier in connection with its provision of WAN Services to the Authorized Users (for example, routers, multiplexers, access circuits, backbone circuits, channel banks, CSU/DSUs, and associated diagnostic equipment), and all additions, modifications, substitutions, upgrades, or enhancements to such Equipment.
Wiring		Means the physical wire connection within walls, between floors, and between buildings.
Yearly Performance Average		Means, with respect to each Critical Service Level for which there was a Service Level Default during the preceding Contract Year, the average of Supplier’s average monthly performances in the Critical Service Level during the preceding Contract Year.

Amgen and IBM Confidential E-1 – Page 21 of 21

EXHIBIT 2

STATEMENTS OF WORK

AMGEN & IBM CONFIDENTIAL E-2 Page 1 of 2

1.0 INTRODUCTION

The following documents comprise the Statements of Work (SOW) under this Exhibit 2 to the Agreement:

1. Exhibit 2.3 Application Hosting Services SOW

2. Exhibit 2.4 Managed Network Services SOW

3. Exhibit 2.5 End-User Services SOW

4. Exhibit 2.6 Cross-Functional Services SOW

5. Exhibit 2.7 Service Desk Services SOW

6. Exhibit 2.8 ISM Bridge SOW

1.1 Explanatory Note. Effect of Amendment No 7.

In connection with Amendment Number 7 to the Agreement (“Amendment No 7”), the following modifications were made or agreed to be made, as the case may be, to this Exhibit 2:

(i) Exhibits 2.1 and 2.2 were removed;

(ii) Exhibit 2.3 shall be removed as of the time set forth in Amendment Number 7;

(iii) Exhibits 2.4 and 2.5 were modified;

(iv) New Exhibits 2.6, 2.7 and 2.8 were added; and

(v) Exhibit 2.8 shall continue until it terminates in accordance with the terms thereof.

AMGEN & IBM CONFIDENTIAL E-2 Page 2 of 2

Exhibit 2.4

Statement of Work

MANAGED NETWORK SERVICES

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 1 of 22

Table of Contents

1.0 INTRODUCTION			4
2.0 COMMON NETWORK SERVICES			4
2.1 Physical Scope			4
2.1.1 Sites			4
2.1.2 Demarcation Boundaries of the Services			4
2.2 General Services			4
2.2.1 General Management Services			4
2.2.2 General Administration Services			5
2.3 Planning and Design Services			5
2.4 Performance Monitoring and Management Services			6
2.4.1 General Monitoring and Management			6
2.4.2 Capacity and Configuration Management			8
2.4.3 Performance Optimization			9
2.5 Transport Support Services			9
2.5.1 Transport Services			9
2.5.2 Transport Systems			9
2.6 Network Engineering Services			10
2.7 Network Connectivity and Operations Services			11
2.7.1 Network Control and Connectivity Services			11
2.7.2 Other Network Operations Services			12
2.8 Installs, Moves, Adds and Changes (IMACs) Services			12
2.9 Physical Network Environment Services			14
2.9.1 Site Information and Documentation Services			14
2.9.2 Cabling and Wiring Services			14
2.10 Software Currency and Support Services			16
2.11 Network Security Services			16
2.12 Name Services: DNS, DHCP, WINS			17
3.0 WIDE AREA NETWORK (WAN) SERVICES			17
3.1 WAN Services – Technical Requirements			17
3.2 WAN Services – Intranet Services			18
3.3 WAN Services – Internet Access Services			18
3.4 WAN Services – Extranet Access			19

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 2 of 22

4.0 LOCAL AREA NETWORK (LAN) SERVICES			19
4.1 LAN Services – Technical Requirements			20
4.2 LAN Services – Installation and Removal Services			20
5.0 TOLL SERVICES			21
6.0 CONFERENCING SERVICES			21

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 3 of 22

I. MANAGED NETWORK SERVICES (MNS)

1.0 INTRODUCTION

a. Supplier shall assume full operational and management responsibility for Company’s Networks, collectively the “Network,” as detailed in this Statement of Work.

b. In providing the Managed Network Services (the “Managed Network Services” or “Network Services” or “Services” hereunder), Supplier shall:

1. follow Company Policies and Procedures;

2. use Company training Tools (LMS);

3. perform the Cross-Functional Services set out in Exhibit 2.1, as applicable; and

4. provide the reports required by Exhibit 12 (Reports).

The Parties will cooperate with each other and any Third-Party Vendor to ensure a smooth integration of the Services in Company’s IT Infrastructure.

2.0 COMMON NETWORK SERVICES

2.1 Physical Scope

2.1.1 Sites

Supplier will perform the Managed Network Services at locations required to meet Company business objectives. These include the locations listed in Exhibit 7 (Site), as amended from time to time.

2.1.2 Demarcation Boundaries of the Services

Supplier will perform the Managed Network Services within the physical boundaries of the WAN, MAN, LAN, BAN, WLAN, SONET, and the typical physical configurations, components, and boundaries of these Managed Network Services.

2.2 General Services

2.2.1 General Management Services

Supplier’s responsibilities include the following:

1. Act as a single point of contact for the management of the Network and the Managed Network Services.

2. Develop and implement Company-approved Network strategies in support of Company’s business objectives and in accordance with Company Policies.

3. Provide Authorized Users with technical support to ensure the functionality of the Network Infrastructure and dependent Applications.

4. Provide advice to Authorized Users on the proper use of the Managed Network Services.

5. Analyze, propose, and execute, with Company approval, cost-effective Managed Network Services that provide new Services requested by Authorized Users.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 4 of 22

6. Analyze, propose, and execute, with Company approval, cost-effective Managed Network Services that are expected to be requested by Authorized Users in the future, but not currently offered.

7. Provide an inventory audit for all Managed Network Services, capacity recommendations, and associated budgetary costs based on growth projections so that Company can reforecast or forecast during the annual budget cycle.

8. Support all telecommunication protocols approved for use by Company.

9. Provide telecommunication protocol conversion and translation, as required by Company.

2.2.2 General Administration Services

Supplier’s responsibilities include the following:

1. Monitor usage of consumables, as well as ordering and storing consumables for the Network environment (for example, patch cables, cross connects, transceivers).

2. Administer all Network requirements and activities, including processing Change Requests and Incidents in accordance with Company Policies.

3. Document all aspects of the Network Services for Company, including:

a. Design criteria and standards subject to Company approval.

b. Build configuration documentation in accordance with Company Policies.

c. Topology documentation.

d. Contact information.

e. Security information.

4. Document operations procedures and Managed Network Services.

5. Update Site logs.

6. Review, report and remediate Security controls such as access control lists, VPN and firewall policies and perform standard auditing practices such as retiring unused policies in accordance with Company Policies.

7. Review, report and remediate monthly all Network Services Equipment to ensure consistent configuration and compliance in accordance with Company Policies.

2.3 Planning and Design Services

Supplier’s responsibilities include the following:

1. Develop and propose new or enhanced Network Services plans and designs on an ongoing basis and in conjunction with the Long-Range IT Plan, as described in Exhibit 2.6 (Cross Functional).

2. Provide programming, engineering, and design functions for any proposal requested by Company for new Equipment or additions/upgrades to the existing Systems.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 5 of 22

3. Provide plans and design for the following components:

a. Overall Network Topology, including the physical and logical layout of the Network.

b. Addressing schemes.

c. Optimal telecommunications protocols within the Network as necessary to satisfy Company’s business and operational requirements as they evolve over the Term.

d. Where feasible and as approved by Company, standardized (nonproprietary) protocols should be used.

e. Network Equipment.

f. Network Software.

g. Transport Systems.

h. Cabling.

i. Wiring (subject to the provisions of section 2.9.2).

4. Document the criteria and assumptions used to develop plans and designs, including:

a. Interoperability considerations and assumptions for all Equipment and Software potentially affected by the Network plans and design, including Equipment and Software in other Towers.

b. Network bandwidth and/or volume assumptions and projections.

c. Expected Network performance and quality of service based on designs and plans, and minimum performance and quality of Service expectations.

d. Expected Network Availability, based on designs and plans for redundancy, and minimum Availability expectations to include supporting metrics.

5. Utilize Network design techniques to appropriately prevent broadcast congestion and outages, including:

a. Design segmentation of Equipment, Network traffic, and design features to sufficiently control and contain Network traffic and security levels per the Supplier’s standard and industry best practices unless otherwise requested by Company.

b. Design sufficient redundancy and alternative routing to meet the Service Levels and Company’s Security and IT Service Continuity Management requirements.

6. Work collaboratively with Third-Party Vendors and Company Personnel to facilitate effective planning and design of the Managed Network Services.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 6 of 22

2.4 Performance Monitoring and Management Services

2.4.1 General Monitoring and Management

Supplier’s responsibilities include the following:

1. Monitor and manage continuous end-to-end performance of the Network, including:

a. Monitor the Network through to the Equipment or other non-Network Equipment (for example, Server Equipment) to measure and monitor end-to-end performance of the Network.

b. Monitor the level and quality of service of the Network, including monitoring compliance with Service Levels.

c. Monitor and manage the Network and Managed Network Services for Service degradation, including detection, isolation, diagnosis, and correction of Incidents on a 24-hour-per-day, 7-day-per-week basis (24x7).

d. Acknowledge and investigate alarms that are raised by System logs and Incident Management and enterprise System management Tools to shorten the duration of Incidents and avoid the need for manual escalations.

e. Perform proactive Problem Management in order to predict and prevent Incidents.

f. Provide fault isolation and alarm suppression for both Network Equipment and connected data center Equipment such as Servers.

g. Monitor physical and logical connections to the Network.

h. Provide all necessary monitoring, diagnostic, and maintenance Systems and Software to meet Network monitoring and management requirements such as real-time or recorded packet captures.

i. Provide access to real-time or recorded Network information such as packet captures, latency, utilization, etc. upon request and as defined by Company.

j. Support Network remote operations and monitoring, including remote diagnostics, remote administration, and remote Incident resolution and, if necessary, travel to remote Sites.

k. Identify actual and potential Network bottlenecks.

l. Perform necessary daily diagnostic routines.

m. Employ element management System Tools to monitor events that exceed Network design thresholds, as well as:

i. Use the Tools to provide automated alarms and indication of Network Incidents when thresholds are exceeded.

ii. Integrate the Tools to automatically generate an Incident within the Incident Management System, as described in Exhibit 2.6 (Cross-Functional Services) when Network thresholds are exceeded.

n. Detect other Network-exceeded thresholds or component faults.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 7 of 22

o. Define reporting and corrective action procedures approved by Company in the event design thresholds are exceeded.

2. Notify Company of any need for an unscheduled or scheduled interruption.

3. Report proactively, on at least a monthly basis, to Company on Network performance, resource shortages, utilization statistics, and trends.

a. Provide ability for Company to generate trend reports based on real-time and historical data for all aspects of the Network Equipment and links.

4. Provide a Web-based Service to report the operational status of the Network in real-time (within seconds of an Incident) or near real-time (delayed by no more than fifteen (15) minutes after an Incident).

5. Review Network bandwidth and protocol statistics to monitor for inappropriate or abuse of, Network capacities on a daily basis.

6. Provide a Web-based and desktop-based service such as NetViz™ that generates current diagrams of the Network, Network Equipment to include IP Addresses, and interfaces.

7. Review as needed but no less than on a quarterly basis or on request, wireless coverage and non-Company wireless Network Equipment (rogue wireless access points) connected to or interfering with Company’s provided wireless service to Authorized Users at defined Company Sites.

2.4.2 Capacity and Configuration Management

Supplier’s responsibilities include the following:

1. Manage Network and Network Services capacity based on current usage and forecasted demand, including:

a. Monitor Network capacity utilization as it relates to established capacity thresholds.

b. Identify future loads that could impact performance on the Network as requested by Company with a minimum forward view of six (6) months, based on forecasts driven by the Work Authorization System, demand surveys, and analytical forecasting.

c. Propose to Company for its approval, changes to improve performance in anticipation of such future loads, including performance improvement expectations.

d. Appropriately size inter-location and intra-location Network Equipment, Software, and Transport Systems.

e. Upgrade, remove, or add capacity as otherwise necessary to continue to meet Company’s requirements, or proactively recommend capacity Changes where Supplier is not financially responsible for a specific Network component.

2. Develop, maintain, and adhere to configuration standards as approved by Company.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 8 of 22

3. Participate in joint quarterly capacity planning reviews with Company and any Third-Party Vendor designated by Company.

2.4.3 Performance Optimization

Supplier’s responsibilities include the following:

1. Provide recommendations to Company on performance or design improvements and implement, if approved by Company, such recommendations for the Network using data gathered from performance monitoring and forecasting activities as part of the Managed Network Services.

2. Perform regular optimization analyses on at least a quarterly basis and prior to and following any, major transitions or Changes.

3. Optimize cost-effectiveness and cost-efficiency without sacrificing performance or the ability to meet the Service Levels.

4. Use modeling and other analysis Tools and metrics where applicable to determine methods of improving the performance.

5. Assess and implement alternate methods and procedures to reduce Network errors and Network downtime.

6. Review optimization activities and plans with Company on at least a quarterly basis.

2.5 Transport Support Services

2.5.1 Transport Services

Supplier’s responsibilities include the following:

1. Where the Supplier is financially responsible for Transport Services, as indicated in Attachment 4-B (Financial Responsibility/Asset Ownership Matrix) to Exhibit 4 (Pricing):

a. Supplier is entirely responsible for the procurement and delivery of Transport Services to Company.

2. Where Company is financially responsible for Transport Services, as indicated in Attachment 4-B (Financial Responsibility/Asset Ownership Matrix) to Exhibit 4 (Pricing):

a. Supplier is responsible for providing technical support regarding specific requirements and sizing of Transport Services, and will provide ad hoc procurement support as requested by Company.

2.5.2 Transport Systems

Supplier’s responsibilities include the following:

1. Schedule, coordinate, and perform support activities for Transport Systems in accordance with schedules approved by Company, including:

a. Coordinate and manage the installation, testing, and support activities of Transport Vendors.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 9 of 22

b. Perform monthly reviews with the Transport Vendors to ensure all contractual obligations are met.

c. Provide required information to support the installation and testing activities of Transport Vendors.

d. Perform and coordinate additions and upgrades to Transport Systems to include communications of expected activities to Company.

e. Perform and coordinate Changes to Transport Systems to include communications of expected activities to Company.

f. Perform and coordinate deletions to Transport Systems to include communications of expected activities to Company.

2. Check that Transport Vendors provide quotes and execute orders in accordance with each Transport Vendor’s respective service levels.

3. Provide technical support for the Transport Systems.

4. Review and report on the performance of Transport Systems to include load and latency metrics.

5. Analyze performance reports of the Network and recommend actions to Company as necessary.

6. Implement cost effective enhancements to mitigate any performance report findings.

7. Provide Transport System utilization reports to Company and:

a. Implement cost effective changes to optimize utilization and Availability.

8. Provide an acceptance test, including quality assurance information, prior to accepting billing for newly installed Transport Services.

9. Track and update relevant Transport System information in the Network Management Systems and Asset Inventory and Management System, as described in Exhibit 2.6 (Cross Functional—Equipment and Software Services).

10. Promptly disconnect the Transport Systems upon the termination or reduction of Transport Services at a Site.

11. Remove all applicable Equipment upon the termination or reduction of Transport Services at a Site.

12. Verify that Company will not be responsible for Transport Services payments associated after applicable Transport Services have been terminated or reduced.

2.6 Network Engineering Services

Supplier’s responsibilities include the following:

1. Provide architectural design, documentation and implementation processes for redundant Network devices to support current and future Company Business Continuity requirements in accordance with Company Policies.

2. Provide project support as requested by Company and follow agreed project methodologies in accordance with Company Policies

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 10 of 22

3. Provide in-depth analysis of Network Equipment operational environment when requested by Company to assist investigations, Incidents, troubleshooting or other activities.

4. Participate in Disaster Recovery exercises as requested by authorized Company staff.

5. Manage supplier relationships and provide a technical interface to other project managers and vendors.

6. Provide evaluations of new Tools and technologies related to the Network.

7. Perform WAN routing and stress-test simulations providing the results to Company prior to executing any routing or performance altering changes to the WAN framework such as QoS.

8. Continuously maintain Network Equipment configurations to support consistency across all Sites where Company-owned or Supplier-managed Equipment on Company’s behalf is located.

2.7 Network Connectivity and Operations Services

2.7.1 Network Control and Connectivity Services

Supplier’s responsibilities include the following:

1. Obtain approval from Company prior to establishing Connectivity from the Network to Supplier Facilities or external networks.

2. Manage and control Connectivity to and between all Sites and external networks, including dedicated, courtesy and dial-up Connectivity.

3. Manage and operate all Network Equipment and Software necessary to enable Connectivity, including:

a. Configure Network Equipment, Software, Transport Systems, and Cabling.

b. Install Network Equipment, Software, Transport Systems, and Cabling.

c. Test Network Equipment, Software, Transport Systems, and Cabling.

d. Implement Network Equipment, Software, Transport Systems, and Cabling.

e. Support and monitor Network Equipment, Software, Transport Systems, and Cabling.

f. De-install and remove Network Equipment, Software, Transport Systems, and Cabling as required.

g. Verify Connectivity of the Infrastructure and all other directly connected devices.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 11 of 22

2.7.2 Other Network Operations Services

Supplier’s responsibilities include the following:

1. Develop Acceptance test procedures for installation and Changes to the Network, and for verifying restoration of Availability following Problems with the Network.

2. Manage the naming and addressing of all Network devices based on schemes approved by Company, including:

a. Document the current addressing scheme.

b. Implement, coordinate, and update new addressing schemes, including developing associated migration plans.

2.8 Installs, Moves, Adds and Changes (IMACs) Services

Supplier’s responsibilities include the following:

1. Plan, schedule, manage, and/or perform IMACs as requested and approved by Company at the Sites and Supplier managed locations, including:

2. Receive, validate, and track all IMAC orders from Company.

3. Install, maintain, and upgrade all connections.

4. Use an automated System accessible to Authorized Users to track IMAC activity and produce reports on these activities.

5. Monitor client satisfaction and closely monitor Service Levels throughout the IMAC activity.

6. With respect to authorized IMAC requests, execute the IMAC including:

a. Coordinate Supplier, Company, and any Third-Party Vendors to achieve high-quality execution of all IMACs.

b. Obtain or procure all required components include Cabling and Services necessary to perform IMAC Services in adherence with and in accordance with Company Policies.

c. Coordinate pre-installation Site surveys to confirm that the Sites are properly surveyed and prepared to prevent delays in IMAC activities.

d. Coordinate and install changes to the Cabling and other Infrastructure or Equipment for which Supplier is responsible.

e. Schedule and dispatch technicians.

f. Perform configuration functions.

g. Perform on-site operational testing and provide appropriate back-out procedures as required.

h. Coordinate with Authorized Users to test and verify the operation of all Applications that utilize or depend on the Network resources being modified.

i. Provide on-site support as required to resolve Incidents associated with large-scale IMACs.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 12 of 22

j. Update the Asset Inventory and Management System, as described in Exhibit 2.6 (Cross Functional—Equipment and Software Services) in a timely manner when any Network Equipment or Software Changes are made by Supplier or reported by Company.

7. Use Cabling technicians, installers and Value Added Remarketers certified according to applicable vendor specifications in accordance with Company Policies subject to approval by Company.

a. Maintain functionality of all wireless access points, voice/data jacks and outlets.

b. Perform install, moves, and de-installs of all external Transport Services from the respective demark.

c. Coordinate disposal of retired Equipment.

d. Perform general maintenance of all telecom and Network rooms such as Main Distribution Frames (MDFs) and Intermediate Distribution Frames (IDFs).

e. Perform cable management and maintenance of cross connections in all telecom and Network rooms such as MDFs and IDFs in accordance with Company Policies and standards.

f. Perform all work in accordance with the current Company MAC Statement of Work.

8. Perform staging, configuration testing and verification, and burn-in for all Network Systems for no less than seventy-two (72) hours unless otherwise requested by Company.

9. Provide new Equipment of the highest manufacturer’s issue and at revision levels required by Company.

10. Determine that all materials are new and free of defects.

11. Bring all parts that are repaired up to the current revision level before returning them to the inventory of spare parts.

12. Replace defective parts for all Equipment with spare parts that are at the current revision level.

13. Provide an installation team that is completely familiar with and understands the work plan and contract requirements prior to the installation of any Network Services Equipment, adjuncts, parts, and associated station Equipment.

14. For any activity, provide all supervision, labor, Tools test sets, Equipment, hardware, Cabling materials, transportation, hauling and hoisting, and miscellaneous materials.

15. Maintain a clean work area that is free of debris and trash.

16. Repair any damage caused to the Facility as a result of Supplier’s activities. Restoration will be equal to or better than the condition of the Facility prior to the Project and all costs associated will be the responsibility of Supplier.

17. Obtain prior written approval from Company’s Project Manager for any work that requires modification of the building structure or design.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 13 of 22

18. Avoid the disturbance of Site landscaping by using existing Infrastructure (for example, open conduit, existing cable plant), where feasible, to support inter-building connections.

a. For any IMACs that touch or change Company properties, return the property to its original condition (for example, landscaping, paint, etc.).

19. Modify routing tables, add or delete protocols, and modify protocol prioritization schemes, as appropriate.

2.9 Physical Network Environment Services

2.9.1 Site Information and Documentation Services

Supplier’s responsibilities include the following:

1. Conduct initial and periodic Site surveys , document the current physical environment at the Site, including:

a. Transport Systems.

b. Network Equipment.

c. Demarcation of responsibilities and physical environment comprising the WAN, LAN, standard voice, wireless, and other Network environments.

d. Power, uninterruptible power supplies (UPS), and overall space requirements.

e. Cabling and Wiring (subject to the provisions of section 2.9.2).

f. Transport Vendor point of entry.

g. Other relevant environmental requirements and/or attributes that are unique to a Site.

2. Document Site survey information and asset information in the Asset Inventory and Management System.

3. Maintain locations lists, Network diagrams, and other Network documentation and information.

4. Power Supply Services

5. Connect and maintain Equipment at Company’s Facilities to UPS, as required by Company.

6. When required, install UPS Systems according to the agreed specifications on a Project basis.

2.9.2 Cabling and Wiring Services

Supplier’s responsibilities include the following activities. Supplier shall be responsible for the Wiring activities until December 31, 2011 whereby and henceforth Company shall assume such responsibility.

1. Perform cable installations in accordance with Company’s ISP/OSP cable specification document.

2. Plan, procure, install, operate, administer, maintain, and manage the Cabling within the Sites.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 14 of 22

3. Operate and maintain Systems, including the physical cable plant, cable plant switching devices, encryption/security devices, intelligent/non-intelligent Wiring hubs, and the various monitoring devices.

4. Manage cable installations, repairs, and removal using a Software-based cable plant management System where applicable.

5. Interact with Company real estate, landlord management, and other Authorized Users so that Cabling and Wiring requirements are properly communicated and managed.

6. Coordinate with Transport Vendor representatives for the planning, delivery, and maintenance of circuits; demarcation points; termination Equipment; power and air conditioning (A/C) (if original building specification is at capacity and subject to agreed-upon funding by Company); rack space; wall space; and plywood or other backboard materials needed for mounting distribution frames.

7. For each new installation, communicate accurate Cabling and Wiring specifications and costs to Company real estate representatives prior to acquisition of the Facility.

8. Document Changes to the Cabling and Wiring plan in the Site survey records, and all Changes thereto in the Asset Inventory and Management System.

9. Comply with Company Cabling and Wiring standards.

a. In the absence of a Company standard, use industry standards that meet or exceed local code or other requirements of applicable authorities to develop a proposal, submit to Company for final approval.

b. Upon Company approval of a proposed enhancement to the Company Cabling and Wiring standards, update the Company Cabling and Wiring standards.

10. Document, label, and map cable runs in the appropriate Site survey records in accordance with Company’s ISP/OSP cable specification document.

11. Use Company-approved and certified cable and wire installers to perform Cabling and Wiring Services.

12. Maintain up-to-date cable records in communications closets, wiring distribution rooms, and other areas where a high concentration of Cabling exists.

13. Maintain a secure, clean, well-lit, clutter-free Cabling environment in all telecommunications closets and cable plant areas.

14. When installing or conducting changes to Network Equipment and Software at Sites, implement protection against lightning strikes (in accordance with industry practices), seismic activity (as appropriate), other natural disasters, electric noise, power surges, and unauthorized access in accordance with the Change Management procedures and Company’s security requirements. Reference in accordance with Company Policies.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 15 of 22

2.10 Software Currency and Support Services

Supplier’s responsibilities include the following:

1. Interface with Third-Party Vendors to promote compatibility of Network Systems, and manage the Subcontractors that provide Software support to Network products for which Supplier is responsible.

2. Fully test all code revisions, which also should have been used in the commercial marketplace, before their installation on the Network.

3. Proactively notify Company of Availability of new versions of Software, including analysis of impact and/or value of the new version of Software (for example, fixes and new features applicable to Company technical and business environments).

4. Proactively coordinate that production levels are current and fully supported by Third-Party Vendors; maintain a record (for each product in production) of version history and associated Availability, as well as of any announced end-of-support or end-of-availability dates.

5. Execute all code Changes according to agreed Change Control Procedures and required Company Policies.

2.11 Network Security Services

For additional requirements related to physical and logical security requirements, see Exhibit 2.6 (Cross-Functional Services) and Exhibit 16 (Safety and Security Procedures).

Supplier’s responsibilities include the following:

1. Implement and maintain security Tools, procedures, and Systems required to protect the integrity, confidentiality, and Availability of the Network and data on the Network.

a. Company will approve the selection of the security Tools.

2. Comply with Company’s Network Security policies (described in Exhibit 16 (Safety and Security Procedures)), and Network Architecture and standards, described in Exhibit 8 (Technical Architecture and Product Standards).

3. Provide access and/or assist Company’s designated Third-Party Vendors in performing vulnerability assessments (of Supplier support Network Infrastructure) upon five (5) days written notice from Company.

4. Activate appropriate Security monitoring Tools, and back up and analyze the logs from these Tools, in accordance with Company Security requirements.

5. Provide recommendations to remediate the gaps identified by analyzing the logs.

6. Utilize access control mechanisms on all networking devices in accordance with Company Network Security Policies.

7. Monitor usage patterns and investigate and report significant discrepancies in those patterns no later than one (1) week after their detection.

8. Report all attempts at illicit monitoring, interception, eavesdropping, or toll-fraud to Company when detected by Supplier and propose appropriate action to prevent re-occurrence.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 16 of 22

2.12 Name Services: DNS, DHCP, WINS

Supplier’s responsibilities include the following:

1. Provide, maintain, and manage a global System/service for DNS, DHCP and WINS (“Name Services”)

2. Maintain the WINS Service and management of the WINS database.

3. Ensure proper data replication and consistency across the Network.

4. Create/Delete/Manage DHCP scopes and IP address space.

5. Perform IP management including host record creation/deletion, zone creation/deletion, zone delegation.

6. Review, analyze, and implement, subject to Company approval, requests to modify the environment. This includes design Changes, configuration, global DHCP option Changes, etc.

7. Participate with projects teams to ensure new roll-outs are compatible with corporate Name Services.

3.0 Wide Area Network (WAN) Services

Supplier shall provide Wide Area Network Services (WAN) for Company’s Network in accordance with Exhibit 8 (Technical Architecture and Product Standards) and in addition to the common Network Services.

3.1 WAN Services – Technical Requirements

Supplier’s responsibilities include the following:

1. Comply with or improve (subject to Company’s approval) the WAN technical specifications as contained in Exhibit 8 (Technical Architecture and Product Standards), and as modified during the Term in accordance with the Long-Range IT Plan, described in Exhibit 2.6 (Cross Functional—Equipment and Software Services).

2. Install and maintain WAN Connectivity for Company-approved Authorized Users at all applicable Sites, as listed in Exhibit 7 (Sites).

3. Consolidate voice and data Transport Systems onto a common, redundant access at locations where it is economically and technically feasible to do so.

4. Where multiple accesses are used at a location, balance traffic across the accesses based upon priorities for different classes of traffic in accordance with Company specifications.

5. Transport multicast protocols over the IP Network between locations where it is economically and technically feasible to do so and where there is sufficient Network capacity.

6. Manage a multi-protocol WAN, to include:

a. Manage Layer 2 addressing (such as ATM, Frame Relay, Token Ring LAAs) used to transport data, voice, and/or video.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 17 of 22

7. Provide a Transport Services profile that complies with applicable open system standards and specifications (for example, IETF Standard Docs; ITU-T, ATM Forum recommendations; Frame-Relay Forum; recommendations; ANSI and IEEE).

8. Manage content delivery technologies such as WAN optimizers and load balancers to include:

a. Assess application acceleration and/or high Availability requirements as requested by Authorized Users.

b. Propose application acceleration and/or high Availability to Company as determined by metrics such as forecasting Tools or monitoring Tools.

3.2 WAN Services – Intranet Services

Supplier’s responsibilities include the following:

1. Configure, install, test, and support WAN Connectivity (both Network Transport and Network Equipment) for Company-approved Authorized Users at all applicable Sites, as listed in Exhibit 7 ( Sites).

2. Consolidate voice and data Transport Systems onto a common, redundant infrastructure at locations where it is economically and technically feasible to do so.

3. Where multiple accesses are used at a location, balance the voice and data traffic across the LAN and WAN links.

4. Transport voice and video protocols over the IP Network between locations where it is economically and technically feasible to do so and where there is sufficient Network capacity.

5. Manage a multi-protocol WAN, to include:

a. Manage Company’s Layer 3 address spaces (for example, IP, SNA/DLSw, IPX), as well as any Layer 2 addressing (for example, ATM, Frame Relay, Token Ring LAAs) used to transport data, voice, and/or video.

6. Participate in the application quality assurance process, which will include the following:

a. Conduct baseline benchmarks of Application transactions over the WAN using a traffic analyzer Tool, and provide a report documenting the analysis of the transactions, including describing their individual impact on WAN resources relative to pre-defined thresholds determined by Company.

b. Perform application transaction benchmarks over the WAN on an ad hoc basis when requested by Application developers to assist in the design optimization and tuning of the Application’s performance on the WAN.

3.3 WAN Services – Internet Access Services

Supplier’s responsibilities include the following:

1. Configure, install, test, support, and maintain the Network and Network Equipment used to access the Internet such as the firewalls and proxies in accordance with Company Policies.

a. This will include Connectivity support of high-speed Servers to the Internet, and Connectivity with firewall protection in accordance with Company’s information security standards.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 18 of 22

2. This will include content filtering, URL and IP address exclusions or inclusions either individually or categorically as requested by Company Authorized Personnel (HR and Legal).

3. Manage Internet access and Transport Facilities including additional Third Party delivered services.

4. Manage routing protocols, routes and filtering as necessary.

3.4 WAN Services – Extranet Access

Supplier’s responsibilities include the following:

1. Support and maintain the Extranet between Company and its partners, Third-Party Vendors, and customers.

2. Support and maintain all Connectivity within a shared DMZ environment, and provide Connectivity with firewall protection in accordance with Company’s information security standards.

3. Assist Company with defining any Security policies, permission, etc. that may be applicable specifically to the shared DMZ between Company and other parties.

4. Configure, install, test, operate, and maintain the Extranet for all applicable Authorized User devices or Servers.

5. Use connection-based, session-based, or message-based Services as appropriate, depending on the specific requirements of each Authorized User, and support minimal and optional features as follows:

a. Employ appropriate encryption measures in accordance with Company Policies.

b. Provide for and maintain confidentiality of transmitted data.

c. Provide authentication of parties exchanging data.

d. Perform data integrity checking on transmitted data.

6. Perform rollback and replay of transmitted data as required.

7. Perform non-repudiation of message transmission as required.

8. Manage Extranet access and Transport, inclusive of related Internet access and Transport.

9. Configure, install, test, operate, and maintain high-speed Transport Facilities to Internet Servers for Extranet data access and file transfers.

10. Manage routes and filtering as necessary to operate the Extranet Access Service.

11. Deliver DNS relay Services for all Company domains for any Extranet Access Services being performed.

4.0 Local Area Network (LAN) Services

Supplier shall provide LAN Services for the Network in accordance with Exhibit 8 (Technical Architecture and Product Standards) in addition to the Common Network Services.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 19 of 22

4.1 LAN Services – Technical Requirements

Supplier’s responsibilities include the following:

1. Transport voice, data and video protocols over the IP LAN in accordance with Company standards.

2. Install and maintain LAN Connectivity for Company-approved Authorized Users at all applicable Sites, as listed in Exhibit 7 (Company Sites), including wireless Connectivity.

3. Provide Company with a multi-protocol LAN Network, including:

a. Manage Company’s Layer 3 address spaces, (for example, IP, SNA, and IPX) as well as any Layer 2 addressing (for example, ATM, Frame Relay, and Token Ring LAAs ) used to transport the above traffic.

b. Manage Company’s Application-specific network addressing schemes (for example, X.25 network, Automated Teller Machine network, Tandem Expand network).

4. Manage Company’s wireless Network at all applicable Sites to include:

a. Manage and maintain Company’s enterprise Service.

b. Manage and maintain Company’s courtesy Internet Service.

c. Provide additional wireless access coverage at all applicable Sites and as requested by Company to meet Company’s business requirements.

5. Provide Supplier transmission Services profile that complies with applicable open system standards and specifications (for example, IETF Standard RFCs, ITU-T, ATM forum recommendations, frame-relay forum recommendations, ANSI, and IEEE).

6. Provide intelligent Network devices and Systems to monitor LANs remotely.

7. Perform traffic balancing whenever there are multiple Network connections between two endpoints.

4.2 LAN Services – Installation and Removal Services

Supplier’s responsibilities include the following:

1. Deploy new LAN Equipment and related Software to meet Company’s business and Application requirements in accordance with Company Policies.

2. Implement a single LAN connection for new Authorized Users.

3. Implement a single LAN segment or ring for a new Application or Authorized User community.

4. Install Company-supplied upgrades to a new networking environment (FDDI, ATM), or installations/upgrades to other synchronous and asynchronous LAN Services.

5. Configure and activate the appropriate LAN Equipment monitoring agent.

6. Test LAN Equipment after implementation to include remote monitoring through agents and monitoring Systems.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 20 of 22

7. Take proactive measures to assure sufficient inter-building capacity (such as using channeling or multilink protocols) unless otherwise approved by Company.

5.0 Toll Services

Supplier’s responsibilities include the following:

1. Manage long-distance, in-bound/out-bound toll Service from telecommunications carriers to support Company’s requirements for voice calls, which include local, intrastate, interstate, in-country, international, and inbound voice calls including mobile phone calls.

6.0 Conferencing Services

Supplier shall provide conferencing Services for Company Network in accordance with Exhibit 8 (Technical Architecture and Product Standards).

Supplier’s responsibilities include the following:

1. Configure, install, operate and maintain all Conferencing Premise Equipment;

2. Assume responsibility for Conference Premise System set-up:

a. Test and implement changes;

b. Provide conference bridge operation.

3. Interface and assist with all Authorized user requests for scheduling Facilities, support, or any special needs, including:

a. Premises testing;

b. Public conference room assistance;

c. Help with Conferencing Premise Equipment.

4. Manage and coordinate all Third-Party Vendors associated with the provision of conferencing Services and other related Services;

5. Use a centralized management System to provide real-time monitoring of high visibility video conference sessions and to enable prompt identification and remediation of Incidents occurring during the session where capability exists and has been activated;

6. Recommend automated procedures to improve on the processes in place and implement these procedures as approved by Company;

7. Deliver monthly utilization reports showing conference usage by location, including:

a. Provide summary and detail reports for conference usage by Authorized User.

8. Perform daily Conferencing Premise Equipment testing and use Company-approved testing procedures to validate that individual components and the overall System are working correctly;

9. Supervise and support conferences with on-site Supplier Personnel as necessary to meet the Service Levels;

10. Install Third-Party Vendor-supplied fixes to Conferencing Premise Equipment;

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 21 of 22

11. Perform preventive maintenance in accordance with the manufacturer’s specifications for all Conferencing Premise Equipment located and maintained at Company Sites;

12. Send documentation to Company verifying that preventive maintenance has been completed for each location at the time of completion;

13. Download updates to all video conferencing Systems within two (2) business days of changes to phone numbers;

14. Use a centralized management system to perform daily monitoring of the status of transport services connected to all video conferencing Systems;

15. Immediately initiate action to pursue any Incidents with the Transport Vendor where capability exists and has been activated.

AMGEN & IBM CONFIDENTIAL E-2.4 – Page 22 of 22

Exhibit 2.5

Statement of Work

END-USER SERVICES

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 1 of 12

Table of Contents

1.0 INTRODUCTION			3
2.0 INSTALLATIONS, MOVES, ADDS, CHANGES AND DISPOSALS (IMAC)			3
2.1 IMAC Pre-Execution			3
2.2 IMAC Execution			4
2.3 Project IMACs Additional Responsibilities			6
2.4 IMAC Additional Responsibilities			6
3.0 OPERATIONS AND TECHNICAL SUPPORT			6
4.0 ONGOING SOFTWARE SUPPORT			8
5.0 ELECTRONIC SOFTWARE PACKAGING & DISTRIBUTION			8
6.0 SOFTWARE AND EQUIPMENT CONFIGURATIONS			10
7.0 REMOTE SYSTEMS MANAGEMENT			10
8.0 REMOTE ACCESS AND SUPPORT			10
8.1 Remote User Access and Support			10
8.2 Mobile Repair and Maintenance			11
9.0 PRINTING INFRASTRUCTURE SUPPORT AND MANAGEMENT			12
9.1 Printing Infrastructure Operations			122
10.0 VIRUS PROTECTION			12
11.0 LICENSE MANAGEMENT AND COMPLIANCE			12
12.0 OTHER SERVICES			13

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 2 of 12

1.0 INTRODUCTION

This Statement of Work sets forth the End-User Services that Supplier will provide to support Company’s End-User environment as of the Amendment No 7 Effective Date.

Supplier is also required to provide the Services in Exhibit 2.7 (Service Desk) in conjunction with the End-User Services.

Except as expressly set forth herein, the End-User Services set forth in this Statement of Work shall be performed by Supplier through a fixed number of FTEs in an amount and at the locations specified in Exhibit 4 (the “Generalists”). Generalists will provide support as defined in this Scope of Work, primarily consisting of deskside Services, and may, on occasions, be requested to assist in work outside of this Scope of Work.

Services performed outside of this Scope of Work (which Scope of Work includes related Cross Functional Services under Exhibit 2.6) will be by agreement by local managers of the applicable Personnel on a site by site basis but will be limited by the agreed staffing levels documented in Exhibit 4 (Pricing). Company shall assume the responsibility of any impact to End-User Services that results from the redirection by Company of Supplier’s resources to perform other services. If Company requires the Generalists to perform services outside of the Scope of Work, Supplier shall not be responsible nor liable for any losses or damages resulting from the performance of such services, except to the extent that the losses or damages arise from the negligence or willful misconduct of the applicable Generalist. Notwithstanding the foregoing, the Generalists shall not be obligated to perform services requiring such Generalists to control, process, transfer or otherwise handle portable storage media (e.g., magnetic tape and disks).

In providing the End-User Services, supplier shall:

1. Follow Company Policies and Procedures;

2. Use Company training tools (LMS);

3. Perform the Cross-Functional Services set out in Exhibit 2.6, as applicable; and

4. Provide the reports required by Exhibit 12 (Reports).

The Parties will cooperate with each other and any Third-Party Vendor to ensure a smooth integration of the Services in Company’s IT Infrastructure.

2.0 INSTALLATIONS, MOVES, ADDS, CHANGES AND DISPOSALS (IMAC)

Supplier’s responsibilities include the following:

1. Provide a process for authorizing IMAC provisioning and manage all aspects of provisioning, maintenance, support and termination of Services.

2. Provide or oversee, as appropriate, all installations, de-installations, cascades, moves, adds, changes and disposals for all EUC Equipment, Software, and related Services at designated Company Sites.

3. Coordinate, plan, and schedule IMACs with all affected IT functions (whether the function is included within the Services provided by Supplier, as a Company-retained function, or a Third Party).

4. Coordinate all internal and external functions and activities to achieve high-quality execution of the IMACs to meet Service Levels and to minimize any operational interruption or disturbance to Company.

2.1 IMAC Pre-Execution

Supplier’s responsibilities include the following:

1. Create and document the processes to enable IMAC execution for each Software and/or Equipment component, and obtain Company’s approval for such processes and documentation.

2. Obtain from Company a list of individuals authorized to approve IMAC and Project IMAC requests, including specific approval and authorization required for IMACs that include Changes to Software, and obtain authorizations in accordance with such list for all such requests. Supplier acknowledges that this list may be changed from time to time by Company, including as frequently as daily, and Supplier shall be responsible for utilizing the list reflecting all such changes at the time of use.

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 3 of 12

3. Receive IMAC requests from Authorized Users and validate the IMAC request for correctness and proper authorization.

4. Communicate with Authorized Users if there is any issue with an IMAC request.

5. Coordinate and communicate with designated Company Personnel or other Third Parties concerning scheduling and requirements so as to minimize the business impact on Authorized Users.

6. Conduct or confirm a Site survey to determine the location(s) of the IMAC and any special requirements at the location(s).

6.1 Coordinate physical space requirements.

7. Confirm that all Equipment, Software, parts, Network, Cabling, or any other Services necessary to execute the IMAC will be available as of the date(s) scheduled for the IMAC.

8. Confirm the new and/or existing configuration of the Equipment and Software associated with performing the IMAC. Supplier will conform to configurations approved by Company.

9. Confirm the installation and/or de-installation procedures associated with performing the IMAC, including backup, contingency, and test procedures.

10. Coordinate the scheduling and dispatching of appropriate technicians, including Third-Party Vendors.

11. Place orders for the installation of Network Transport Services, including LAN and WAN connectivity.

12. Track the progress of Network Transport orders and manage the installation prior to the IMAC, from order origination through final testing, implementation, and use.

13. Cancel Network Transport (deactivate port) Services that are no longer required after completing the IMAC.

14. Manage the disposal of any Equipment, Software, parts, Network, Cabling, or any other Services necessary to execute the IMAC within the guidelines provided by Company and within compliance of any local regulatory or government regulations and, as required:

14.1 De-install and remove from office location;

14.2 Certify that all Confidential Information is completely erased from the Equipment by rewriting of storage devices, degaussing or other methods agreed by Company;

14.3 Donate, sell or salvage equipment as directed by Company;

14.4 Removal of any asset tags;

14.5 Provide Company with a monthly report of any disposal and update the relevant asset tracking Systems.

With respect to Equipment relating to Company’s Infrastructure outside of the Services, Company shall be responsible for ensuring such Equipment is decommissioned and that the Equipment is moved to the local depot for physical disposal.

2.2 IMAC Execution

Supplier’s responsibilities include the following:

1. On receiving and verifying a valid IMAC request, perform all necessary pre-work before an IMAC is executed.

2. Provide the necessary technical support to complete the IMAC, including onsite support as necessary.

3. Support Third-Party Vendors in the execution of IMACs, and coordinate such activities with the applicable designated Company Personnel or Third-Party Vendors.

4. Perform any required backup procedures in accordance with Change Management guidelines.

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 4 of 12

5. De-install and re-install any existing Equipment, Software, or other related Services as necessary to execute the IMAC including the necessary transportation to facilitate these IMAC activities.

6. Physically move Equipment, as required, related to a de-installation, an installation, a move, or a cascade.

7. Install Equipment and Software, including new Equipment and Software or upgrades. All installations and configurations will be performed according to standards and Change Management procedures.

8. Re-load data or back up files as necessary.

9. Set up security, file access, and other administrative procedures associated with the IMAC.

10. Connect Equipment to Network Facilities (for example, LAN and/or WAN Connectivity).

11. Coordinate and install Changes to the Cabling Infrastructure for which Supplier is otherwise responsible hereunder.

12. Update Network configuration databases within the Network management System, after completion of an IMAC, in accordance with the timeframes set forth in the Service Levels.

13. Test the EUC Equipment, Software, and related Services after the implementation of the IMAC to include network access (for example, file open and print routing capabilities, remote connectivity, Internet/intranet access, etc.).

14. Provide desk-side orientation training not to exceed thirty (30) minutes appropriate to the Authorized User(s) receiving the IMAC.

15. Affix an asset identifier tag to the asset and update the Asset Inventory and Management System in a timely manner when any Equipment or Software changes are implemented by Supplier or reported by Company.

16. Monitor client satisfaction and closely monitor Service Levels throughout the IMAC activity and following the delivery at predetermined intervals.

17. Confirm correct implementation of the IMAC with the designated Company Personnel as appropriate and updating any tracking systems to reflect the change.

18. For network printers (Copy/Print/Scanning and FAX):

18.1 Install network printers in Company locations, making sure that they are connected to the Network and can be used by Applications (central and remote).

18.2 Maintain a list of Network printers and resources (such as electronic forms required, etc.) used by printers.

18.3 Provide a mechanism to distribute common data (for example, fonts, electronic forms, etc.) to printers in Company locations.

18.4 Coordinate with ADM groups to provide access to printing resources for Authorized Users.

18.5 Install replacement toner in advance of any service interruption due to toner being empty.

19. For multiple Authorized Users sharing desktops:

19.1 Support desktop sharing among multiple Authorized Users, which is a requirement within the R&D and engineering departments.

19.2 Support multiple accounts on single desktops (for example, having a user and an administrative account on one desktop is needed for Application developers, etc.).

19.3 Make available on shared desktops the Authorized User-specific Software configurations of all installed Applications.

20. Proactive management and provisioning of all necessary copy, print, FAX and scanning disposables as directed by Company.

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 5 of 12

2.3 Project IMACs Additional Responsibilities

2.3.1 Supplier Responsibilities

Supplier’s responsibilities include the following:

1. Perform all tasks associated with Hard IMACs and Soft IMACs as described in this Statement of Work, with additional responsibilities and coordination based on the scale required for activities associated with Project IMACs. Manage all aspects of asset storage and inventory needed for execution of IMAC activity.

2. Develop and submit to Company a written Project IMAC plan, including a timeline and Milestones, to complete the Project IMAC within the schedule of the Company Project scope.

3. Provide appropriate Supplier project management Personnel to interface with the Company Personnel, including facilities managers; and supervise and manage the implementation of the Project IMAC.

4. Develop a comprehensive contingency plan for Project IMACs, including back-out procedures, notification and escalation lists, work-around plans, affected resources, and risk assessments.

5. Develop a comprehensive Refresh management process with integration to all the associated asset tracking and other related Systems. This should be addressed as an ongoing activity.

6. Coordinate prioritization and resource allocation with Company for approved Project IMACs.

7. Record, track, and manage Project IMAC requests.

8. Provide Project IMAC status reports as appropriate and participate in Company Project IMAC planning meetings.

9. Provide appropriate information to Company for non-recurring expenses and for recurring billing related to the Project IMAC.

10. As required, perform post-implementation reviews or analyses of Project IMACs (for example, establish the degree to which the Project IMAC meets Acceptance criteria).

11. Provide a mechanism for expedited handling of Project IMACs that are of high business priority to Company, so that such Project IMACs are completed within the required timeframe.

2.4 IMAC Additional Responsibilities

Supplier’s responsibilities include the following:

1. Track the IMAC request from initiation to completion, using an automated System to track IMAC activity.

2. Provide a single point of contact for Authorized Users and the Service Desk for activities associated with an IMAC.

3. Provide close coordination and support to the Service Desk for all matters pertaining to IMAC requests and status reports. Ensure that the status of any IMAC activity is visible to the Service Desk through the Incident Management tool being used.

4. Perform IMACs for Supplier Personnel without additional charge to Company, and without including such IMACs when comparing actual IMAC volume to any Resource Baseline.

5. Develop a process and provide Service for delivery and installation of Consumables for Equipment on a request basis. For example, battery replacements for PC’s, cables, additional storage drives, etc.

3.0 OPERATIONS AND TECHNICAL SUPPORT

Supplier’s responsibilities include the following:

1. Provide onsite support or dispatch of support specialists as necessary to provide Authorized Users with operational and technical support for hardware or Software Services and to meet specified Service Levels.

2. Coordinate activities with the Service Desk, and provide Level 2 Support and Level 3 Support to the Service Desk and/or Authorized Users as necessary.

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 6 of 12

3. Resolve Incidents and Problems associated with Equipment and Software utilized by Authorized Users (“EUC Equipment and Software”), and provide break/fix support, advice, and assistance to Authorized Users. Supplier is ultimately responsible for resolving all Incidents and Problems associated with failure or degradation of Services related to EUC Equipment and Software.

4. Coordinate efforts with Third Party service and maintenance providers as necessary to keep EUC Equipment and Software in good working order.

5. Perform proactive and reactive troubleshooting to effectively identify potential Incidents or Problems, and attempt to eliminate them before they occur.

6. Identify the scope of an Incident or a Problem, and provide operational and technical assistance to remedy the Incident or Problem. Ensure all Incidents and Service Requests are reported and tracked through the Incident Management System.

7. When Supplier must replace Equipment and/or Software in order to conduct a repair, copy Data and perform backups, except for unique requirements related to mobile access and support as specified in Section 8 (Remote Access and Support) of this Statement of Work.

8. Assist Authorized Users with support to enable the correct use of EUC Equipment and Software, as well as access to and use of related technologies and Services.

9. When Authorized Users are connected (or attempting to connect) to the Company Network, coordinate activities with other Supplier Personnel or Third-Party Vendors in order to fulfill the following responsibilities:

9.1 Assist with access to LAN, print, and file Services.

9.2 Assist with connection to Company’s WAN and Internet.

9.3 Assist with access to the appropriate LAN segment.

9.4 Assist with electronic mail replication.

9.5 Assist with access to Application and Utility Server applications.

10. Provide Services at all Company locations including home offices as follows:

10.1 The level of support for home offices will be limited to standard Systems and configurations agreed between Supplier and Company (standard laptop, desktop, printer, monitor, fax machine and ADSL or similar connections). The support provided will be on best effort basis with no Service Levels defined. The travel costs (if any) will be in accordance with Supplier’s travel policy guidelines and will be charged back to the Company.

10.2 Provide home based dispatch for hardware and Software trouble diagnostics in North Americas region for selected Authorized Users. Company will provide a list of these Authorized Users.

10.3 Provide home based dispatch for hardware and Software trouble diagnostics throughout the international region.

10.4 Ensure all requests for dispatch Services come through the Service Desks so initial diagnostics can be performed.

10.5 Agree upon service levels terms with Company based on location and distance between service centers.

11. Provide offsite/onsite support for meetings, conferences, or other similar needs.

12. Perform the necessary Services to support System configurations for on-site and off-site training requirements including but not limited to: providing imaging Systems with necessary Software and Applications, performing general maintenance and support to ensure training machines are correctly configured for training Services. The Charge and Service Level for these Services will be agreed by the Parties on a case by case basis.

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 7 of 12

4.0 ONGOING SOFTWARE SUPPORT

Supplier’s responsibilities include the following:

1. Monitor recommended and required corrections to Software from Third Party Vendors.

2. Install Third-Party-supplied corrections and patches to all Software as necessary.

3. Confirm compatibility or special requirements before widespread installation. Ensure validation and testing is completed prior to installation into a live environment.

4. Provide support for Company-developed Applications, including: Software distribution and installation, upgrades, patches and other necessary maintenance or troubleshooting activity as directed by Company.

5. Provide periodic monthly reporting to Company on the installation of all Software, both authorized and any unauthorized Software discovered.

6. Maintain a library of documentation that reflects the complexity and diversity of the environment and that enhances the Software support process. This will include a knowledgebase, FAQ’s help-files or other appropriate materials needed to provide Services.

7. Utilize productivity Tools and utilities, to minimize disruption to the Authorized User and to simplify distribution and monitoring.

8. Prior to the start of each calendar quarter, give notice to Company of all major installations and upgrades of Software that are planned to occur in the quarter for which notice is being given.

9. To the extent enabled by the Company-approved enterprise management System provided by Supplier:

9.1 Define and check for particular Software signatures.

9.2 Monitor the use of Software developed by the ADM group.

9.3 Check the presence and version of Software on specific devices, both authorized and unauthorized.

9.4 Monitor the use of licensed and un-licensed Software, including license metering and tracking, and process for the removal with Company approval of unused Software with minimal impact to the Authorized User. Define and implement a process for addressing discovery of un-licensed or inappropriate Software usage and its removal.

9.5 Provide timely communications on deployment plans to ensure awareness by all Authorized Users affected.

9.6 Provide a monthly report showing Software management and distribution activity as well as ad-hoc reporting requests.

10. Supplier will implement suitable processes to support PC backup and recovery across the global Company Network. Alternates should be available for any non networked Systems. As of the Amendment No 7 Effective Date, Company shall be responsible for its backup solution for non-networked Systems which is identified as CDP (“connected data protector”). Supplier shall perform end user desktop client support as well as assist with backup and recovery activities at the desktop level.

5.0 ELECTRONIC SOFTWARE PACKAGING & DISTRIBUTION

Supplier’s responsibilities include the following:

1. Implement an electronic Software distribution System that effectively and efficiently distributes new or updated Software to LAN-connected desktops located at Company Sites and to remotely connected desktops as required by Company. For greater clarity, Supplier shall establish Software control and distribution procedures including Software packaging standards, the management of the Software, Configuration Items and their distribution and implementation into a production environment.

2. Schedule Software distributions to minimize disruption to Authorized Users, and without Authorized User assistance and interaction, in order to support time-critical release upgrades, to deploy urgent patches, and to maintain current projects. Distributions must be scheduled to take into account network bandwidth utilization to prevent any adverse impact to the underlying Company Network.

3. Perform Software distributions consistent with the configurations associated with Standard Products, as applicable, independent from the distribution media (for example, LAN, WAN, dial-up, CD ROM, etc.).

4. Employ an automated Software distribution solution that provides consistent and efficient Software deployments for Software configuration Changes.

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 8 of 12

5. Wherever possible, install Software via an automated installation package without Authorized User interaction needed to verify a harmonized installation globally and to reduce lost productivity due to a missing or wrong application configuration.

6. Provide support for Company security solutions via patch management, virus definition updates, firewall intrusion detection policies updates and forensic investigation support tools, and other necessary updates. For clarity, Company shall assume the responsibility for virus definition updates under Security Management as of the Amendment No 7 Effective Date.

7. Provide Software distribution processes to support different Authorized User environments in an automated way (for example, Company LAN and WAN, home offices, Authorized Users working remotely, etc.).

8. Provide a transparent deployment mechanism independent from the distribution media (for example, LAN, WAN, dial-up, CD ROM, etc.).

9. Provide automated distributions so that the automated Software deployment during a dial-up session does not require Authorized User input.

10. Provide processes to link Software distributions and desktop inventories in order to verify the success of local and global deployments and to provide the ability to implement and track configurations. All deployment should be integrated with the Change Management process and a Change record should exist to document and track every Change.

11. Provide communications on deployment plans to ensure awareness by all affected Authorized Users.

12. Participate in any Major Incident review, Problem or Change review to ensure any distribution activity is considered as part of the analysis. Where distribution activity is a contributor to the Problem or Incident take immediate remedial action and develop lessons learned plan.

13. Ensure that the deployment technology and processes can support current and emerging standards to support electronic software distribution at Company.

14. Distribution process should be via standardized packaging for all distribution methods including Electronic Software Distribution (ESD), Web, base image and file shares. The process should support registry based tracking to identify Change date, owner and distribution method, version and other relevant data.

15. Support operating system deployment (OSD) via electronic software distribution (ESD) for conference room support, Environmental Health & Safety (EH&S) clinical support, Web based on-demand installation, as well as site specific or other business unit related customized images.

16. When upgrading desktops, backup and restore custom user settings Business Desktop Deployment (BDD) support for user state migrations, for example copy of folder, settings and files from the PC being imaged and restoration after imaging without loss of data or configuration. This process should include the ability to inventory and reinstall Applications during a re-image or upgrade.

17. Provide a process for ensuring all client machine information is collated via Microsoft System Management Server (SMS) or via login scripts to validate that the Software distribution activities have been completed successfully.

18. Maintain a Windows “update server” or employ other alternatives for support of desktops outside of the standard configuration.

19. Manage all approved Company images.

20. Support other packaging and distribution activities as related to bench top, lab or other desktops as requested by Company.

21. Provide installation of department or Authorized User-specific Software as requested by Company.

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 9 of 12

6.0 SOFTWARE AND EQUIPMENT CONFIGURATIONS

Supplier’s responsibilities include the following:

1. Provide the Software and Equipment Configuration Items and store them in the CMDB in order to define, maintain, and report the EUC configurations utilized by each Authorized User and/or within the Company environment. If a separate database is used to maintain Software and Equipment Configuration Items, Supplier must demonstrate the ability to link and update information between the database and the Asset Inventory and Management System to the satisfaction of Company.

2. Set up and maintain Software and Equipment Configuration Items that contain information regarding the entire configuration, including the individual Equipment and Software components.

3. Design and maintain the Software and Equipment Configuration Items to designate whether the configuration meets the requirements of a Standard Product.

4. For Software and Equipment Configuration Items, include the name and location of the Authorized User(s) utilizing the Software and Equipment, and designate whether the Software and Equipment is a shared Infrastructure item.

5. Maintain as a Configuration Item information and documentation for any existing, new, enhanced, or modified System Software (for example, initial purchases, upgrades, patches, etc.).

6. Maintain master copies of all in-scope Company Software in a secure, central location. Additionally, maintain virtual ISO images of all in-scope Software in Company’s Definitive Software Library.

7. Other client Software will only be accepted by Company after Supplier demonstrates proper interoperability with Company’s environment and after thorough review by Company. For example, it will be tested against BizTalkClient which Company uses.

7.0 REMOTE SYSTEMS MANAGEMENT

Supplier’s responsibilities include the following:

1. Implement and use Tools that allow automated and remote systems management and monitoring of the EUC environment.

1.1 Such Tools will be used to assist Authorized Users by allowing Supplier to remotely monitor, manage, or restore EUC Equipment and Software.

2. Implement Tools with the goal of moving Company’s environment from reactive to proactive monitoring, and implement management Tools to enhance the stability and function of the environment.

8.0 REMOTE ACCESS AND SUPPORT

8.1 Remote User Access and Support

Supplier’s responsibilities include the following:

1. Create a process for authorizing the provisioning of mobile access devices and manage all aspects of provisioning, maintenance, support and termination of Services.

2. Provide support for Authorized Users who are traveling or remotely accessing LAN-based Services or a non-connected Site, including access to the Service Desk technical support. Provide support for these members of staff when on Company Sites for meetings or other purposes.

3. Provide the ability for roaming Authorized Users to seamlessly connect from all Company Sites.

4. Manage the provisioning, support and all administrative activities related to the two factor authentication for remote access authentication. For example, secure ID key technology.

5. Provide the ability for Authorized Users to seamlessly use file and print Services while moving in the Company environment.

6. Provide mobile self-service printer administration to those Authorized Users authorized by Company.

7. Deploy and support solutions for data backup and data replication for mobile and remote Authorized Users.

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 10 of 12

8. Provide Software updates in emergency situations to remote and mobile Authorized Users (for example, virus, security threats, etc.). The distribution of these Software updates to mobile Authorized Users will be automatically executed during dial-up sessions into to Company’s Network.

9. Provide Software deployment and patch distribution for mobile and remote Authorized Users in a timely fashion.

10. Support and further develop a solution for local data encryption for mobile and remote Authorized Users.

11. Provide a process for replacement of stolen or damaged machines used by mobile Authorized Users, including installation of Authorized User-specific Software portfolio and pre-loading of Authorized User-specific databases.

12. Deploy and support solutions to protect machines that are directly connected to the Internet by use of a local firewall that meets or exceeds industry standards.

13. Deploy and support all standard Applications in a mobile environment, as well as Applications that require Authorized User-specific databases (for example, CRM, etc.).

14. Provide Transition Services for Authorized Users moving from a mobile role to and office based role or visa versa, ensuring data systems and Service Changes are all addressed.

8.2 Mobile Repair and Maintenance

In providing repair and maintenance Services for mobile Equipment and Software utilized by mobile Authorized Users (for example, docking stations, laptops, portable printers, fax machines, etc.), as directed by Company.

Supplier’s responsibilities include the following:

1. Wherever possible, support and repair the defective unit through the Service Desk and by using remote system management Tools, in which corrective maintenance can be performed on an Authorized User’s machine via remote access to the unit by Supplier.

2. Provide the tools to enable such remote access and support.

3. Supplier’s responsibilities on a mail-in basis include the following:

3.1 Immediately upon determination that an Equipment or Software Incident cannot be fixed remotely send an entire spare unit (or peripheral, if possible) via overnight delivery to the Authorized User and verify that any peripheral component that will be sent is compatible with the Authorized User’s unit.

3.2 If an entire Equipment configuration needs to be sent, verify that the configuration is in accordance with Company’s Standard Product configuration (including all authorized Software that has been recorded in the Asset Inventory and Management System for the defective unit).

3.3 Laptops provided to Authorized Users should be pre-configured with all user data and Applications pre-loaded prior to shipping.

3.4 Provide support to the Authorized User in order to enable the data to be copied, and send any necessary media that facilitates the copying of data along with the replacement. Service should also include supply of Software or utilities specific to the traveling/remote staff member’s role.

3.5 Enclose the necessary packing material and self-addressed mailing materials with the replacement unit, so that the Authorized User can return the malfunctioning unit to Supplier via mail. Processes should be implemented to validate the data has been copied from the malfunctioning unit to the replacement unit.

3.6 Upon repair of the malfunctioning unit, return the repaired unit to the Authorized User for replacement and provide for and coordinate the return of the loaner/replacement Equipment or repair and reallocation of the malfunction unit, which ever is most appropriate to the business and to the user. Replacement laptops should go out preconfigured with all user data and Applications required.

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 11 of 12

9.0 PRINTING INFRASTRUCTURE SUPPORT AND MANAGEMENT

9.1 Printing Infrastructure Operations

Supplier’s responsibilities for all network printer operations support include:

1. Ensure compatibility and Service stability between current Company’s environment and new/updated print drivers.

2. Provide usage metrics/reporting by device, user, department, and manage report distribution,

3. Manage print queues and perform quality control functions as necessary.

4. Monitor usage and ensure proactive replacement of toner as required.

5. Schedule preventive maintenance on all Equipment based on monitoring, analysis of Equipment performance records, and original Equipment manufacturer recommendations.

6. Maintain Site-specific configuration of print station.

7. Provide break/fix and hardware warranty support

8. Manage printer install and deinstall including disposal

9. Manage printer hard drive use in accordance with Company’s IS Information security guidelines

10.0 VIRUS PROTECTION

Supplier’s responsibilities shall include the following as they relate to the End-User Services:

1. Install, update, operate, and maintain virus protection Software on all Equipment used to deliver or support the End-User Services.

2. Upon detection of a virus, take immediate steps to notify the Service Desk, as well as to:

2.1 Assess the scope of damage.

2.2 Arrest the spread and progressive damage from the virus.

2.3 Eradicate the virus.

2.4 Restore all data and Software to its original state (to the greatest extent possible).

3. Provide the capability to scan diskettes or hard drives or other temporary storage devices (such as USB memory sticks, PCMCIA flashcards, FireWire hard drives, etc.) for viruses upon demand.

4. Develop any plans necessary to provide virus protection utilizing End-User Services as appropriate (execution/response).

5. Respond to virus Incidents.

6. Provide proactive alerts to Authorized Users relative to current virus threats either specific to Company’s environment, encountered in Supplier’s environment, or based on industry information.

11.0 LICENSE MANAGEMENT AND COMPLIANCE

Supplier shall inform Company of any acquisition of Software related to the Services as well as the Authorized Users who will use such Software.

12.0 OTHER SERVICES

Warehousing and depot management services:

Supplier shall provide depot management functions including checking-in assets and managing key processes such as holds, disposal preparation and quarantine of Equipment;

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Warehousing functions (as more specifically described in Exhibit 2.6 (Cross Functional Services), to the extent being performed as of the Amendment Effective Date) performed by Supplier as of the Amendment Effective Date related to Company’s Thousand Oaks Building 95 facility shall continue for the duration of the End-User Services Statement of Work. Such functions include the management of non-EUS Equipment and Network Equipment such as Servers or Voice-related Equipment. Activities performed by Supplier (two (2) FTEs) relating to non-EUS Equipment and Network Equipment shall be subject to the Change Order Process.

AMGEN & IBM CONFIDENTIAL E-2.5 – Page 13 of 12

Exhibit 2.6

Statement of Work

CROSS FUNCTIONAL SERVICES

AMGEN & IBM CONFIDENTIAL E-2.6 – Page 1 of 44

TABLE OF CONTENTS

I. CROSS FUNCTIONAL – SERVICE SUPPORT SERVICES			5
I.1 INTRODUCTION			5
I.2 SERVICE MANAGEMENT			5
I.3 INCIDENT MANAGEMENT			6
I.3.1 General			6
I.3.2 Responsibilities applicable to Incidents and Service Requests			6
I.3.3 Specific responsibilities related to Service Requests related to Services			7
I.3.4 Specific responsibilities related to Incident Escalation			8
I.3.5 Specific responsibilities related to Incident Management Reporting			9
I.4 PROBLEM MANAGEMENT			9
I.4.1 Problem Management Reporting			10
I.4.2 Communication and Notification			11
I.4.3 Escalation			11
I.5 CHANGE MANAGEMENT			11
I.5.1 General			12
I.5.2 Change Management			13
I.5.3 Change Management Process and Procedures			13
I.5.4 Maintenance Periods			14
I.5.5 Change Management Reporting			15
I.6 CONFIGURATION MANAGEMENT			15
I.6.1 Reporting			16
I.7 RELEASE MANAGEMENT			16
I.7.1 General			16
I.7.2 Release Management Requirements			17
I.7.3 Reporting			18
I.7.4 Pre-Production Testing			18
II. CROSS FUNCTIONAL – SERVICE DELIVERY SERVICES			19
II.1 AVAILABILITY MANAGEMENT			19
II.1.1 General			19
II.1.2 Requirements			19
II.1.3 Reporting			20
II.2 CAPACITY MANAGEMENT			20
II.2.1 General			20

AMGEN & IBM CONFIDENTIAL E-2.6 – Page 2 of 44

II.2.2 Requirements			20
II.2.3 Capacity Planning			22
II.2.4 Business Capacity Management			23
II.2.5 Service Capacity Management			23
II.2.6 Resource Capacity Management			23
II.3 SERVICE LEVEL MANAGEMENT			24
II.4 IT SERVICE CONTINUITY MANAGEMENT			24
II.4.1 Business Continuity			24
II.4.2 Disaster Recovery Planning			25
II.4.3 Disaster Recovery Testing			25
II.4.4 Other Disaster Recovery Activities			27
II.5 IT FINANCIAL MANAGEMENT			28
II.6 SECURITY MANAGEMENT			28
II.6.1 General			28
II.6.2 Information System Security			28
II.6.3 Physical Security			29
III. CROSS FUNCTIONAL – EQUIPMENT AND SOFTWARE SERVICES			29
III.1 LONG-RANGE PLANNING			29
III.2 EVALUATION AND TESTING			30
III.3 REFRESH AND TECHNICAL CURRENCY			31
III.3.1 General			31
III.3.2 Refresh Responsibility			32
III.3.3 Software Currency and Release Levels			32
III.3.4 Equipment Refresh Planning			33
III.4 SERVICE CATALOG			34
III.4.1 Service Catalog Contents			34
III.5 STANDARD PRODUCTS			34
III.5.1 Standard Products Monitoring and Reporting			34
III.6 DELIVERY AND STAGING			35
III.7 EQUIPMENT AND SOFTWARE MAINTENANCE			36
III.8 SOFTWARE SUPPORT			37
III.8.1 Installation, Upgrades and Changes			37
III.8.2 Software Support			38
III.8.3 System and Interface requirements			38
III.9 ADMINISTRATION			38

AMGEN & IBM CONFIDENTIAL E-2.6 – Page 3 of 44

III.9.1 Asset Inventory Management			38
III.9.2 Effective Use of Equipment and Software			39
III.10 REDEPLOYMENT AND DISPOSAL OF EQUIPMENT			39
IV. CROSS FUNCTIONAL – OTHER SERVICES			40
IV.1 PROJECT MANAGEMENT AND SUPPORT			40
IV.1.1 Project Planning			40
IV.1.2 Project Implementation			41
IV.2 QUALITY ASSURANCE			42
IV.3 FACILITIES MANAGEMENT AND SUPPORT			42
IV.3.1 General			42
IV.4 OPERATIONS DOCUMENTATION			43
IV.5 BUSINESS DIVESTURES, ACQUISITIONS, CONSOLIDATIONS, AND RELOCATIONS			44
IV.6 TRAINING AND EDUCATION			44

AMGEN & IBM CONFIDENTIAL E-2.6 – Page 4 of 44

I. CROSS FUNCTIONAL—SERVICE SUPPORT SERVICES

I.1 INTRODUCTION

Supplier confirms that, unless otherwise specifically stated, it will provide a solution that supports all of the business processes described in this Statement of Work, and that all Services, unless otherwise specifically stated, are included in the Base Charges. Supplier is committed to an approach of providing continuous improvement as required under this Agreement.

Supplier’s obligations in this Statement of Work apply to the Service Towers supported by Supplier during the Term as set out in the relevant Statements of Work.

Supplier will be responsive to the current and future requirements of Company by proactively anticipating needs and adjusting Services accordingly within the Base Charges provided, however, that requirements for New Services will be handled through the Change Control Procedure and Supplier will work with Company to assess the impact of these requirements on Company’s operating environment.

In the delivery of all the Services, Supplier shall comply with and adhere to Company Policies as such policies may be modified by Company, such that the Authorized Users’ experience varies as little as possible throughout the enterprise.

In providing the Cross-Functional Services, Supplier shall:

1. follow Company Policies and Procedures;

2. use Company training tools (LMS);

3. deliver the Cross-Functional Services in conjunction with the in-scope Statements of Work; and

4. provide the reports required by Exhibit 12 (Reports).

The Parties will cooperate with each other and any Third-Party vendor to ensure a smooth integration of the Services in Company’s IT Infrastructure.

I.2 SERVICE MANAGEMENT

Company requires that Supplier’s service management practices, which are used to support the Services, be based on Company’s Policies and all processes, requirements and other work instructions made available to Supplier in writing (including any such processes, requirements and other work instructions contained in Company Policies, “Processes”).

Supplier’s responsibilities include the following:

1. comply with Company’s Service support Processes.

2. effectively and accurately monitor and report compliance with such Processes.

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I.3 INCIDENT MANAGEMENT

I.3.1 General

Supplier shall perform Incident Management in connection with Incidents relating to the Services. Supplier’s responsibilities include the following:

1. Execute Company’s Incident Management Process that will restore Service operation in accordance with Company Policies with minimum disruption to the business and facilitate delivery of Service Requests to agreed timeframes;

2. Execute the Incident Management Process in a manner that is flexible and facilitates effective communication and coordination across Company’s functions, Sites, regions and Third-Party Vendors;

3. Supplier acknowledges that the Company Incident Management Process provides for specific records retention and audit trail requirements; accordingly, Supplier shall record audit information of all activity that creates, changes, or deletes data and user access to Systems that contain Company Data;

4. Communicate the Incident Management process to Supplier Personnel;

5. Contribute to and cooperate with, Company with respect to information exchange between and among Supplier, Company, and/or Third-Party Vendors to improve end-to-end Incident Management.

6. Follow processes regarding interfaces, interaction and responsibilities between Xxxxx 0 Xxxxxxx, Xxxxx 0 Support and Level 3 Support Personnel, and any other internal or external persons or entities that may either raise an Incident or receive an Incident.

7. Proactively perform Incident Management, with the objectives of predicting Incidents before they occur. This includes communication and documentation of New Services, processes or any other Changes that may impact users of the Service.

8. Develop and maintain a process to enter Incidents into Company’s Incident Management Process based on the Severity Level of the Incident.

I.3.2 Responsibilities applicable to Incidents and Service Requests

Supplier responsibilities include the following:

1. Provide Incident investigation, diagnosis, impact analysis, and reclassification as required.

2. Utilize and update the Incident Management System with all relevant information relating to an Incident.

3. Make an initial determination of the potential resolution.

4. Resolve Incidents arising from or related to the Services, including break/fix hardware and Software support.

5. Act proactively and coordinate with all other internal and external third parties to resolve Incidents and Service Requests.

6. Provide or coordinate the final resolution of the Incident.

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7. Escalate issues to the appropriate levels for resolution in accordance with escalation procedures approved by Company.

8. Escalate an Incident/Service Request where it cannot be resolved within the relevant Service Levels or agreed timeframe.

9. Close an Incident/Service Request after receiving confirmation from the affected Authorized User that the Incident/Service Request has been resolved.

10. Restore normal service operations as quickly as possible following an Incident, with minimum disruption to Company’s business operations, and in compliance with Service Levels.

11. Fulfill all Service Requests by prescribed/agreed target date/time.

12. Track all actions and report the progress of resolution efforts and the status of all Incidents/Service Requests, including:

a. Review the proposed resolution time for each Incident/Service Request with the appropriate party and update the status accordingly.

b. Coordinate Incident/Service Request tracking efforts and provide and maintain regular communications between all parties and Authorized Users until Incidents/Service Request resolution/fulfillment.

c. Keep Authorized Users informed of changes in Incidents/Service Request status throughout the Incident/Request life cycle in accordance with agreed Service Levels.

d. Keep Authorized Users informed of anticipated resolution times for active Incidents/Service Requests.

13. Where Service Requests relate to the move of Assets, update details in the Asset Inventory and Management System and the CMDB, or coordinate with the relevant Company Process to confirm updates are made.

14. Where Incidents relate to the changing of Software or Hardware assets, update the Definitive Software Library (DSL) or coordinate with the relevant Company Process to confirm updates are made.

I.3.3 Specific responsibilities related to Service Requests related to Services

Supplier will perform Service Request Management in connection with Service Requests relating to the Services. Supplier’s responsibilities include the following:

1. Perform the applicable functions and assume the applicable responsibilities for Service Requests as required for Incident Management, including:

a. Enter all Service Requests into Company’s Tools in accordance with Company’s Processes;

b. Track and manage all Service Requests from Authorized Users;

c. Fulfill Service Requests by working with service management teams, business owners, and Third-Party Vendors.

2. Provide updates to the status of any Service Request to the Service Desk in accordance with Company’s Processes.

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I.3.4 Specific responsibilities related to Incident Escalation

Supplier will follow Company’s Process for escalating Incidents to Company and Supplier’s management, the timing and process for which is set forth in Company Policies and Processes and is based upon various factors including the severity of the Incident, the age of the Incident and/or the priority of the Authorized User.

Supplier’s responsibilities include the following:

1. Escalate unresolved Incidents according to the Company Incident Management Process and automatically prioritize high-impact Applications, Software and Equipment, such that they are treated with the highest priority.

2. Implement escalation procedures that reflect and describe the following items:

a. Severity Level of the Incident, including potential security and regulatory consequences;

b. Location of the Incident and the name and/or number of affected Authorized Users;

c. Elapsed time before an Incident is escalated to the next higher Severity Level;

d. The levels of involvement (and notification) of Supplier management and Company management at each Severity Level;

e. Conduct investigative and diagnostic activities to identify workarounds for each Incident including:

i. Carrying out Incident resolution activities to restore normal service in compliance with the Service Levels;

ii. Matching Incidents to Known Errors that are stored in the Known Error Database;

iii. Implementing workarounds that are stored in a knowledge database;

iv. Following escalation processes used to escalate Incidents/Service Requests to appropriate support teams when necessary;

v. Following escalation processes used to escalate Incidents/Service Requests to the Supplier’s and/or Company’s management team;

vi. Communicating proactively to ensure any affected Authorized Users are aware of the Incident and are kept updated on steps being taken to achieve resolution. Escalation may be through telephony services, E-mail, web site or other proactive communication capabilities;

vii. Generating Change Service Requests where necessary for the implementation of workarounds;

viii. Generating a Problem Record from an Incident;

ix. Recording all information on the details of the Incident and the corrective action for later statistical analysis as part of the Problem Management process.

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I.3.5 Specific responsibilities related to Incident Management Reporting

Supplier’s responsibilities include the following:

1. Provide regular progress notifications to Company on all current Incidents and Service Requests. The frequency of such notification is determined by the Severity Level of the Incident or Service Request as determined using the definitions given in Attachment 3-F to Exhibit 3 (Service Level Management).

2. Provide prompt notification to Company of system outages on critical systems; and otherwise provide affected Authorized Users with regular and timely progress updates that clearly indicate the following:

a. Nature of the Incident.

b. Estimated time to completion.

c. Potential short-term alternatives.

3. Maintain communications and provide reports to Company, Service Desk and, as necessary, Third-Party Vendors from the time an Incident is identified through resolution, and, as necessary, through any follow-up communication and work required post-resolution.

4. If Supplier believes an Incident cannot be resolved, communicate the nature of the Incident to the appropriate level within Company as directed by Company, which includes:

a. Communicate the reasons why Supplier believes the Incident cannot be resolved and supply Company with suggested alternatives;

b. Close Incidents in accordance with Company Policy.

5. In the event there is a recurrent Incident, at Company’s request, conduct meetings to address Supplier’s Incident Management activities.

6. Report on corrective actions taken for all Service related Incidents identified by Company as misrouted, incorrectly coded, or otherwise incorrectly handled.

7. For critical periods such as post implementations new releases, major projects, and other business critical periods, provide hourly data to allow detailed analysis of Service related Incidents and Service Requests.

I.4 PROBLEM MANAGEMENT

Supplier shall provide Problem Management in connection with Problems relating to the Services. Supplier’s responsibilities include the following:

1. Resolve those Problems arising from or related to the Services.

2. Use Company’s Problem Management Process and Tools to reduce the recurrence of Incidents.

3. Communicate the Company’s Problem Management Process within Supplier Personnel.

4. Integrate Supplier’s Problem Management process with Company’s Problem Management Process, where the processes interact.

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5. Manage the effective entry of data into Problem Tracking System and escalate to Company for prioritization and approval of resolution.

6. Support the effective execution of root-cause analysis.

7. Manage and resolve any deviation from the effective management of Problems.

8. Participate in information exchange between and among Supplier and all Third-Party Vendors, which will drive continued improvement in end-to-end Problem Management.

9. Conduct regularly scheduled Problem Management meetings to prioritize the resolution of Problems.

10. Facilitate activities to determine root cause of Problems and identify Action Items that will prevent recurrence.

11. Regularly analyze Incidents to identify reoccurring Problems.

12. Verify that Problem resolution and corrective actions taken are sufficient to confirm that root causes identified do not reoccur in same or similar environments. This includes update of manuals, procedures and other documentation.

13. Verify that Company, Supplier and all Supplier Personnel are implementing Action Items identified above in an expedited fashion.

14. Escalate to appropriate management within Company and Supplier if Action Items are not being closed, regardless of whether Supplier is responsible for closing the Action Item.

15. Document and publish Problem Management meetings status reports to Company and Supplier.

16. Continuously perform trend analyses on the volume and nature of Problems in order to identify areas for improvement, and report on the trend analyses and improvements to Company and Third-Party Vendors on at least a quarterly basis.

17. Implement measures to avoid unnecessary reoccurrence of Problems.

18. Track and manage all Problems related to the Services.

19. Coordinate Problem tracking efforts and notifications to the Service Desk relating to Services; and maintain regular communications between all parties until Problem resolution.

20. Retain overall responsibility and ownership of Problems relating to the Services until the Problem is closed subject to Company approval, including monitoring and escalating the status of each Problem until all Actions Items are completed.

21. Emphasize the elimination or timely resolution of, Problems relating to Services; maintain clear accountability and meet specified Service Levels.

22. Categorize and document the relative importance of each Problem and manage the Problem according to the agreed classification and prioritization criteria.

23. In the event there is a recurrent Problem, at Company’s request, conduct meetings to address Supplier’s Problem Management activities.

The Company’s Problem Management System will be used to manage information for each Problem submitted to and originating from, Supplier, Company or Third Party Vendor.

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I.4.1 Problem Management Reporting

Supplier’s responsibilities include the following:

1. Provide monthly reports in a format approved by Company as described in Exhibit 12 (Reports).

I.4.2 Communication and Notification

Supplier’s responsibilities include the following:

1. Maintain communications and provide information through the Service Desk to Company and affected Authorized Users and, as required, to Third-Party Vendors from the time a Problem is identified through its resolution. As necessary, provide any follow-up communications and report any required post-resolution work.

2. Track and report any backlog of uncompleted Action Items on at least a weekly basis to the Problem Manager or more frequently as requested by Company.

3. Provide the Company Management team with weekly and ad hoc electronic reports on Problems.

4. If Supplier believes the root cause for the Problem can not be found or if there are no Action Items, communicate this to the appropriate level within Company as directed by Company and:

a. Supply Company with suggested alternatives.

b. Obtain Company approval before closing the Problem.

I.4.3 Escalation

Supplier’s responsibilities include the escalation of unresolved Problems or open Action Items according to Company Processes.

Escalation procedures, in addition to any other Company requirements, shall reflect and describe:

1. The Classification of the Problem.

2. The location of the Problem and the impact.

3. The Problem or Action Item owner.

I.5 CHANGE MANAGEMENT

Change Management will protect the production environment and its services. All changes to Configuration Items must be carried out in a planned and authorized manner. This includes identifying the specific Configuration Items and Services affected by the Change, deploying the Change, testing the Change, and having a back-out plan should the Change result in an unexpected state of the Service.

Supplier’s responsibilities include the following:

1. Provide Change Management Services in accordance with Company Policies.

2. Perform Change Management coordination:

a. Ensure proper authorization of Change Requests.

b. Escalate to Company any issues arising from the decision to stop a planned Change.

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c. Manage and conduct the review of any Change failures and provide a strong interlock between Change Management, Incident Management and Problem Management Processes so that post-Change issues can be linked to the Change activity where relevant.

d. Ensure any deviations to the Change Process regarding Configuration Items are specified by Company (within Company’s Tools/databases or otherwise) as regulated is a non-conformance, and must follow Company Non-conformance Process. Deviations to non-regulated Configuration Items during the conduct of a Change are not required to follow the Company Non-conformance Process but must be reported to the applicable change manager for appropriate resolution.

e. Facilitate and lead information exchange between and among Supplier and Company in order to support an effective end-to-end Change Management process. Supplier shall not approve Changes that (i) may adversely affect the function or performance of, or decrease the resource efficiency of, the Services, (ii) increase Company’s costs or fees, or (iii) impact the way in which Company conducts its business or operations, without obtaining prior Company approval via the Change Advisory Board (CAB).

I.5.1 General

Only authorized Personnel may perform roles as defined in accordance with Company Policies in a Regulated environment.

Supplier’s responsibilities will include the following:

1. Raise and record Changes.

2. Assess the impact, costs, benefit, and risk of the proposed Changes.

3. Maintain compliance with Company Policies in the implementation of Changes.

4. Obtain prior approval from Company for any Changes in accordance with the Company Change Management Process.

5. Perform all Changes in Company’s IT environment pertaining to the Services, including Changes to individual components and coordination of Changes across all components.

6. Make all Changes in accordance with the Company Change Management Process and procedures approved by Company.

7. Monitor and report on the Change implementation.

8. Review and close all Changes.

9. Collect data on every Change attempted, including:

a. The reason for Change.

b. Detailed description of Change.

c. Whether the Change was successful from the perspective of the Authorized Users of the affected System.

10. Summarize the Changes made each week and report the information to Company on a weekly basis.

11. Capture all Change data and make it available to Company.

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12. Provide an audit trail of any and all Changes to the production environment in order to determine the Change made and the authorization to make the Change.

13. Conduct Post Implementation Reviews on Changes as requested by Company.

14. Confirm that all Changes performed to financial Applications (as defined by Company) are performed to Company’s specifications provided to Supplier as Company determines necessary to conform to regulations as set forth in the Xxxxxxxx-Xxxxx Act.

15. Ensure that Change Management achieves:

a. Efficient implementation of Changes.

b. Clear accountability.

c. Minimization of risk.

d. Minimization of business disruption.

e. Effective coordination and communication.

I.5.2 Change Management

Supplier’s responsibilities include the following:

1. Make any Changes necessary to provide the Services and to meet all required Service Levels in accordance with the Company Change Management Process.

2. In an emergency, gain approvals from the Change Advisory Board/Emergency Committee to effect a Change in accordance with the Company Change Management Process.

3. Designate and maintain clear ownership for individual Changes throughout the process.

I.5.3 Change Management Process and Procedures

Supplier’s responsibilities include the following:

1. Participate in Company’s Change Advisory Board (CAB) meetings as prescribed by Company Policies.

2. Submit proposed Changes in advance to Company. At a minimum, each submitted proposed Change will include:

a. A description of the Change.

b. The purpose and justification for the Change, including any corresponding Service Request, Incident, or Problem identifiers.

c. A list of Services, Authorized Users, and Third-Party Vendors potentially affected by the Change.

d. The proposed schedule, including implementation dates and approximate times for determination of any existing conflict with business events.

e. The proposed implementation procedures.

f. A rating of the potential risk, business impact, and/or complexity of the Change.

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3. Where a proposed Change represents a potentially high risk or high impact to Company’s operations or business, or at the request of Company, Supplier will also:

a. Include a comprehensive end-to-end test plan (including clear Change acceptance criteria), notification and escalation lists, and work-around plans.

b. Include a comprehensive contingency plan, including a back-out plan and procedures (with specific criteria to initiate the execution of the back-out plan).

4. Verify compliance with Company Policies.

5. Review proposed Changes and schedules with Company, and obtain all necessary approvals for proposed Changes.

6. Coordinate with Company the impact on all affected Third Parties and designated representatives at Sites potentially affected by a Change in order to minimize disruption of normal business processes.

7. Control system Changes and activities required by moves, upgrades, replacements, migrations, and so forth.

8. Include rollout, testing, and roll-back plans for every Service Request for Change.

9. Provide information to Company in accordance with the Company Change Management Process on the outcome of any Service Request for Change and the updated status after each Change is implemented.

10. Update all operational and other documentation affected by the Change.

11. Report the status of scheduled Changes, including maintaining a comprehensive list of projects and dates.

12. Collect data on every Change attempted, which includes the following:

a. The cause of any Incidents, measures taken to prevent recurrence, and whether the Change was successful from the perspective of the Authorized User or Third Party affected by the Change.

13. Conduct Post Implementation Reviews (PIR) on Changes, if requested by Company.

I.5.4 Maintenance Periods

Supplier’s responsibilities include the following:

1. Perform routine maintenance of Systems for which Supplier is responsible during regular periods scheduled in advance and approved by Company.

2. Publish to Company an approved annual maintenance window schedule for the upcoming year that will be published by January 1st.

3. Provide at least thirty (30) days prior notice to Company of the maintenance to be performed during scheduled maintenance windows.

4. Change scheduled maintenance windows at Company’s request and upon reasonable notice.

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5. Schedule Outages for maintenance, expansions, and modifications during hours that meet Company’s business needs.

6. Allow Company, at any time at its discretion, to specify “freeze” periods during which the Supplier will not make any Changes.

7. If there is a need for emergency systems maintenance, provide Company with as much notice as reasonably practicable (Company has the final change authorization), and perform such maintenance so as to minimize interference with the business and operational needs of Company.

8. Fully test Changes to the IT environment and resolve faults, if possible, prior to production startup, including inter-operability testing.

I.5.5 Change Management Reporting

Supplier’s responsibilities include the following:

1. Create and maintain a Forward Schedule of Change (FSC) of upcoming Releases and Changes as part of Company’s Change Management Process.

2. Provide reports in a format agreed with Company as described in Exhibit 12 (Reports).

3. Participate in regularly scheduled Change Advisory Board (CAB) meetings with Company and Third-Party Vendors as described in Exhibit 6 (Governance). Review proposed Changes and schedules through a formal walk-through process with Company and Third-Party Vendors, and obtain all necessary approvals for proposed Changes.

I.6 CONFIGURATION MANAGEMENT

The Configuration Management service provides a logical model of the IS Infrastructure by identifying, controlling, maintaining, reporting, and verifying the versions of all Configuration Items (“CIs”) tracked in the CMDB.

Supplier shall follow the Process for Configuration Management as articulated at a process level in Company Policies and further defined for the CMDB.

The Supplier’s responsibilities include:

1. Maintaining accurate configuration data for the Configuration Items — including Equipment, Software and Applications — used to provide the Services.

2. Determine what types of CIs are to be included in the CMDB in accordance with Company Policies.

3. Verify that only authorized and identifiable Configuration Items are accepted and recorded throughout the CI life cycle.

4. Reproduce the configuration status of the Configuration Items at any point in time throughout its life cycle via ad hoc and standardized reporting ISM tool.

5. Use the Configuration Management Process to identify, control, maintain, and verify the Configuration Items approved by Company to provide the Services.

6. Verify that approved Configuration Items types are being incorporated into the CMDB Tool. Supplier must verify that this incorporation is being performed on a continuous basis.

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7. Maintain the CMDB containing mandatory and optional fields specified by Company according to their corresponding dependent processes and specify the appropriate Configuration Item dependencies.

8. Implement and perform a process consistent with Company Policies to validate the integrity and currency of Supplier’s entries into the CMDB on a periodic basis by comparing and reconciling the content of the CMDB against the Configuration Items in the physical environment, via comparisons against online monitoring and management Tools which depict the physical environment. If a discrepancy is found, take corrective action through the Change Management Process.

9. Perform physical audits of all Equipment, Software, and Applications in the CMDB relating to the Services in order to:

a. Verify the existence of Configuration Items recorded in the CMDB.

b. Check the accuracy and completeness of the records in the CMDB.

c. Identify any Configuration Items not recorded in the CMDB.

10. Take corrective action through the Incident Management Process if a physical audit identifies any deficiency in the accuracy or completeness of the records in the CMDB.

11. Establish a baseline of Configuration Items before release into a Development, Test, or Production environment.

12. Provide a representative in the global Company CMDB governance team (IS Configuration Managers).

I.6.1 Reporting

Supplier shall provide the reports specified in Exhibit 12.

I.7 RELEASE MANAGEMENT

Supplier shall provide Release Management in connection with the Services. The goal of CI Release Management is to take a holistic view of a Change to a Service and to verify that all aspects of any rollout of new Configuration Items, including Equipment, new versions of Software, and/or new documentation, whether created in-house or by a Third Party (each, a “Release”), both technical and non-technical, are considered together.

Supplier will communicate the Company Release Management Process to Supplier Personnel and, upon Company’s request, to Third-Party Vendors.

I.7.1 General

Supplier’s responsibilities include the following:

1. Plan and oversee the successful roll-out of new and changed Software as well as associated Hardware and documentation.

2. Ensure each new Release is operationally supportable and Authorized Users are adequately trained in accordance with Company Policies.

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3. Provide liaison with the Change Management team to agree the exact content and roll-out plan for each Release.

4. Verify and ensure that all items being released are secure and traceable via the CMDB and asset management Systems.

5. Manage Authorized Users’ expectations of Releases and roll-outs.

6. Integrate Supplier’s Release Management Process with Company Release Management Process and Third-Party Vendors’ Release Management processes, where the processes interact.

7. Integrate Supplier’s Release Management Process with Supplier’s other Service management processes, especially Change Management, Configuration Management, and IT Service Continuity Management.

8. Comply with Company Policies, including Security and Company’s Release Policy.

9. Establish a Release and distribution process so that any Change to the Services is controlled, tested, traceable, authorized, and implemented in a structured manner.

10. Maintain a secure Definitive Hardware Store that stores definitive hardware spares and maintains them at the same level as the live location, including recording their details in the CMDB.

I.7.2 Release Management Requirements

Supplier’s responsibilities include the following:

1. Produce Release impact assessments in support of Company’s Release planning. The impact assessment should include expected Incident volumes, on-going support costs, and potential staffing impacts of new Releases.

2. Develop implementation and back-out plans for Supplier-managed requests for Change that will be included in a Release.

3. Build, test, implement, and, if necessary, back out all Releases.

4. Resolve all Release issues that pertain to Supplier.

5. Follow all applicable Company Standard Operating Procedures

6. Establish measurement processes to record the success and failure of Releases, including recording Incidents related to Release activities in the period following a Release.

7. Assign a Release manager as a single point of contact for Supplier’s Release Management Process.

8. Assign a single point of contact for each requested Release.

9. Provide proper testing for all Releases going into the managed environments.

10. Manage the functions and work activities associated with Release Management, including:

a. Create Release plans and perform tracking and oversight functions to support the plans.

b. Coordinate the design, build and configuration of the Release.

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c. Ensure the Release has been sufficiently documented, and knowledge transfer occurs to Company’s support Personnel.

d. Coordinate Release acceptance activities with Company.

e. Develop and implement a rollout plan for the Release.

11. Develop and coordinate Release communications, preparation and training activities.

12. Coordinate distribution and installation of Releases.

13. Ensure only authorized Supplier Personnel have access to Release Changes into production Systems.

14. Provide updates to Company regarding Release status.

15. Verify that Configuration Management updates are performed as part of Change activity.

I.7.3 Reporting

Supplier’s responsibilities include the following:

1. Provide a Release reports in a format agreed with Company as described in Exhibit 12 (Reports).

2. Provide Company with the notices detailed in the Company’s Release Management Process for each Release.

I.7.4 Pre-Production Testing

Supplier will substantiate that an integrated pre-production test has been successfully completed prior to migrating code into the Company’s production environment from any development environment, including that of Supplier, Company, or any other Third-Party Vendor, in each case, where the production environment relates to systems managed by Supplier.

1. Verify that Projects are ready to move into production.

2. Confirm that the following tests have been completed:

a. Compatibility testing for any Commercial Off-the-Shelf (COTS) and custom-developed Applications;

b. Unit and functional testing;

c. Systems integration testing;

d. LAN/WAN connectivity testing;

e. Load/stress testing including performance and volume testing;

f. Application inter-connectivity testing which simulates Company’s production environment.

3. Coordinate the resolution of infrastructure-integration-related issues.

4. Verify compliance with the Company’s quality assurance procedures.

5. Verify all required testing documentation has been completed.

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6. Monitor and review testing errors in order to improve test models over time.

7. Log test results.

8. Conduct a walk-through of test results.

9. Review the stress test results to verify that the projected additional Capacity fits within the projected Capacity utilization.

10. Provide knowledge transfer to the Application maintenance team, as applicable.

II. CROSS FUNCTIONAL – SERVICE DELIVERY SERVICES

II.1 AVAILABILITY MANAGEMENT

Availability Management will optimize the capability of the IT Infrastructure and the supporting organization to deliver a cost-effective and sustained level of Service Availability that enables the business to satisfy its objectives.

II.1.1 General

Supplier’s responsibilities include the following:

1. Optimize Availability by collecting, monitoring, analyzing, and reporting on all key elements of Availability.

2. Meet Company’s Availability requirements.

3. Predict and design for expected levels of Availability and Security, as well as producing the Availability plan for Supplier’s Services.

4. Continuously review and improve Availability.

5. Operate and maintain an Availability Management Process to plan, implement, measure, and manage the Availability and reliability of the Services to confirm that the levels of Availability and reliability consistently meet Company’s business requirements and objectives.

6. Integrate the Supplier Availability Management Process with Company’s Availability Management Processes, where the processes interact.

II.1.2 Requirements

Supplier’s responsibilities include the following:

1. Provide the levels of Availability and reliability of the Services in compliance with the Service Levels, at optimum cost. The Architecture should confirm that the introduction of new layers of complexity does not compromise overall reliability.

2. Implement the Availability plans after their approval by Company.

3. Produce Availability and reliability impact assessments with respect to Change Requests and Work Orders in accordance with Service Levels.

4. Produce Availability and reliability trend analyses.

5. Manage the monthly number of Availability-related Incidents to trend downwards each year in accordance with the Service Levels.

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6. Cooperate with Company and its Third-Party Vendors to provide end-to-end Availability and reliability of the Services to Authorized Users.

7. Retain at least 24 months of Availability and reliability source data to enable trend analysis and to make such data available to Company subject to the capability of the Tools selected by Company to store such data after the retirement of the ISM Tool.

8. Provide early warning or advice to Company of potential or actual Availability and reliability issues. Supplier will provide additional advice as the potential increases and as the threat becomes more imminent.

II.1.3 Reporting

Reports are defined in Exhibit 12 (Reports). Supplier’s responsibilities include the following:

1. Provide prompt notification of Outages related to the Services that affect Authorized Users.

II.2 CAPACITY MANAGEMENT

Capacity Management will assess the future business requirements (the required service delivery), the organization’s operation (the current service delivery), the IT Infrastructure (the means of service delivery), and will confirm that, with respect to Supplier’s Services, current and future capacity and performance aspects of the business requirements are provided cost-effectively.

II.2.1 General

1. Capacity Management, as described in this Statement of Work, is the primary responsibility of Supplier.

2. Supplier will apply Capacity Management to all aspects of the Services.

II.2.2 Requirements

Supplier responsibilities include the following:

1. Formally review capacity requirements as part of Company’s normal business planning cycle.

2. Verify that there is adequate IT capacity to meet the required levels of Service.

3. Manage IT capacity to the demand for the Services.

4. Work with Company to achieve optimal utilization of IT capacity.

5. Provide additional capacity or advise Company regarding the need for additional capacity, as appropriate.

6. Monitor resources and system performance, system utilization, capacity limits, and expected capacity needs, and record that information in the Capacity Management Database.

7. Determine capacity requirements of new Systems relating to Services to determine the necessary computer and network resources required, and then size such new Systems taking into account hardware utilization, performance Service Levels, and cost (minimizing cost to Company).

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8. Utilize new Hardware and Software products in Capacity Management in order to improve the efficiency and effectiveness of the process, as part of the continuous improvement and evolution of the Services.

9. Carry out performance testing of new Systems to confirm that such Systems meet planned performance and utilization expectations and requirements.

10. As requested by Company or as needed to deliver the Services, propose Service Levels that are maintainable and cost-justified.

11. Tune Systems to achieve optimum use of all hardware and system Software resources.

12. Perform ad hoc performance and capacity studies as requested by Company or as needed to deliver the Services.

13. In support of the overall environment (including ADM activities), estimate applicable resource requirements, including impact on the capacity with respect to Supplier’s Services.

14. Deploy proactive Capacity Management Processes wherever practicable to do the following:

a. Prevent Incidents and Problems related to resource utilization from occurring.

b. Trend current system and resource utilization and estimate future utilization.

c. Validate and verify that planned Changes affect only the foreseen resource impact.

15. Utilize reactive Capacity Management whenever necessary to facilitate successful performance of the Services.

16. Monitor new technology applicable to the Services and incorporate technological development, advances, and evolution into the Services.

17. Align Capacity Management and the Supplier’s IT business plan with Company’s Long-Range IT Plan.

18. Apply Capacity Management Tools, data, reports, and disciplines to Incidents and Problems relating to poor performance as an active member of teams working to resolve such Incidents and Problems.

19. Align Capacity Management outputs with the Service Levels and other performance requirements documented in the Agreement.

20. Actively include Capacity Management in the Change Management Process to assess all Changes for their impact on the capacity of the Systems and provide appropriate feedback to those submitting Changes.

21. Incorporate work schedules and dependencies between elements of the Services into Capacity Management planning.

22. Perform short-term Capacity demand management as required to maintain delivery of the Services during failures, spikes in demand, or other spontaneous events.

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23. In consultation with Company, lead Capacity demand management activities to encourage Authorized Users to make the most efficient use of the Services and to assist Company to minimize its costs while maximizing the value it receives from the Services. This includes developing Capacity demand management models and making recommendations to dampen Authorized User demands on systems, when requested by Company.

II.2.3 Capacity Planning

1. Assist Company in forecasting Company’s Capacity requirements and in monitoring and validating the Capacity forecast against Company’s actual utilization.

2. Proactively develop and deliver to Company forecasts of growth and other changes in response to the projected Company business and operational needs disclosed by Company to Supplier on an annual basis, or more frequently as Company may request subject to the Change Control Procedures.

3. Work with Company to maintain knowledge base of future Capacity demand for the Services, and predict the effects of such demand on Service Levels.

4. Review Company’s business strategies, business plans, and financial plans and validate that Capacity Management requirements align with those plans.

5. On an agreed schedule or as requested by Company, revise the Capacity planning model based on actual performance.

6. Use appropriate types of modeling in support of business planning, IT planning, and Capacity and utilization studies, where such modeling will include:

a. Make estimates based upon experience and current and historical resource utilization experience.

b. Pilot Projects.

c. Benchmarking

d. Prototype development.

e. Analytical modeling.

f. Simulation modeling.

g. Baseline models.

h. Trend analysis.

II.2.3.1 The Capacity Plan

The capacity plan (“Capacity Plan”) will document the current levels of resource utilization and Service performance, and forecast future requirements accounting for Company business strategies and plans. The Capacity Plan must clearly document assumptions and include recommendations quantified in terms of resources required, costs, benefits, impact, and any other terms required by Company.

Supplier’s responsibilities include the following:

1. Produce or update the Capacity Plan in conjunction with Company’s business planning cycle.

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2. Include the Capacity Plan in Supplier’s annual publication of the IT business plan.

3. Incorporate Company’s Capacity planning recommendations into the Capacity Plan.

4. Be forward-looking by twelve (12) months unless otherwise specified by Company.

II.2.4 Business Capacity Management

Company employs business Capacity Management to facilitate alignment between its future IT requirements and future business requirements.

1. Supplier will participate as needed in Company’s business Capacity Management planning processes.

2. Supplier’s participation in business Capacity Management will be sufficiently responsive so as not to impede Company’s normal business planning cycles.

3. As part of Company’s Service Level Management, as requested by Company, Supplier shall provide Company with Service Level targets that have the ability to be monitored and upon which the design of the Services has been based.

II.2.5 Service Capacity Management

Supplier is responsible for Service Capacity Management (the management of the performance and capacity of the Services as used by Authorized Users).

Supplier’s responsibilities include the following:

1. Investigate and research threshold breaches and near misses to determine what remedial action should be taken; then plan and perform such remedial actions through the Change Management Process.

2. Employ regular monitoring, identification of exceptions, and manual review of reports and trends.

II.2.6 Resource Capacity Management

Supplier is responsible for resource Capacity Management, which shall include the management of the performance and capacity of the components comprising the Services.

Supplier’s responsibilities include the following:

1. Maintain an understanding of the capacity and utilization of each of the IT components that Supplier manages, including hardware and Software licenses.

2. As necessary to provide optimum resource usage (hardware, Software, circuits, etc.) in the delivery of the Services, install hardware and Software monitors, properly configure those monitors, and collect the resultant data.

3. Upon request, estimate the resource and utilization effects of planned Changes.

4. Reactively respond to Incidents and Problems that are caused by a lack of resource or an inefficient use of a resource.

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5. Proactively identify components that are susceptible to failure and recommend cost-effective solutions for Company’s consideration and possible approval.

6. Publish regular Capacity Management reports to Company as set out in Exhibit 12. Such reports will include current/recent utilization (and trends) compared to normal utilization, Service Levels, and previously identified baselines.

II.3 SERVICE LEVEL MANAGEMENT

Service Level Management will maintain and gradually improve business-aligned IT Service quality through a constant cycle of agreeing, monitoring, reporting, and reviewing IT Service achievements and through instigating actions to eradicate unacceptable levels of Service according to the Severity Levels, as described in Attachment 3-F (Severity Levels) to Exhibit 3 (Service Level Management). Supplier will provide Service Level Management as set out hereafter and further described in Exhibit 3 (Service Level Management).

Supplier’s responsibilities include the following:

1. Management and administration of Service Levels and Operational Level Agreements (OLAs) to ensure alignment with this Agreement, Company Policies and Company’s business requirements. Operational Level Agreements apply only to the Service Towers supported by Supplier. OLAs are managed and administered by Company.

2. Develop and maintain library/repository of Service Level Agreements and Operational Level Agreements ensuring integrity of documents.

3. Ensure Operational Level Agreements align with global standard response and resolution times, as set forth, from time to time, in Company’s common knowledge database for Incidents and target delivery times for Service Requests.

4. Provide ad-hoc Service performance reporting capability.

5. Participate in end-to-end Service measurement methodology.

6. Provide Service Level reports as set out in Exhibit 12.

7. Facilitate quarterly Service reviews including metrics analysis to IS management and, at Company’s request, Authorized Users.

8. Oversee Service improvement initiatives resulting from service review recommendations and/or metrics analysis.

9. Identify, communicate and ensure root cause analysis and resulting corrective action occurs for all Service Level Agreement breaches.

II.4 IT SERVICE CONTINUITY MANAGEMENT

Supplier will support the overall Business Continuity and Disaster Recovery process by ensuring that Services operations can be recovered within required and agreed business time scales. Supplier must provide IT Service Continuity Management as described in this Agreement.

II.4.1 Business Continuity

Company will retain responsibility for its Business Continuity plans and management activities and will approve the Supplier’s activities in advance.

Supplier’s responsibilities include the following:

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1. Update, maintain, manage, test and implement any portion of the Business Continuity plans and activities and Company’s DRPs that relate to the continued provisioning of the Services.

2. Work with Company to ensure that there is the proper linkage between the Business Continuity plan and Company’s Disaster Recovery Plans, on the one hand, and Supplier’s Disaster Recovery Plans (“DRPs”), on the other hand, to make them holistic and integrated.

II.4.2 Disaster Recovery Planning

Supplier shall establish, implement and maintain DRPs for the Services. Company will approve all such DRPs and modifications to such DRPs.

Supplier’s responsibilities include the following:

1. Participate in the execution and maintenance of Company’s DRPs for the Services.

2. Upon Company’s request, participate in analysis of Company’s DRPs, including recommendations to address any perceived gaps.

3. Develop and implement its DRPs and participate in analysis of Company’s DRPs using Supplier’s best practices and standards for companies of similar industry, size, and services.

4. Maintain and continually enhance Supplier’s DRPs throughout the Term, including enhancements required due to the introduction and use of new technologies (Equipment, Software, Applications, etc.), Resource Units, processes, business functions, locations, and priorities.

5. Company will maintain a list of Application tiers and Supplier will ensure that the Supplier’s DRPs are aligned with the tiers in accordance with Company Policies.

6. Work with Company to incorporate Security measures, as defined for normal operations, into the Supplier’s DRPs.

7. Provide to Company and maintain a list of Key Personnel contacts and notification procedures relating to Business Continuity plans, DRPs, related communications and other activities that are the Supplier’s responsibility.

8. Promptly inform Company of any Disaster or any suspected disaster in accordance with Company’s procedures.

9. Inform Company of any material change to Services that affect Company’s DRPs or Business Continuity Plan.

II.4.3 Disaster Recovery Testing

Supplier’s responsibilities include the following:

1. Establish joint test objectives with Company designed to verify that Company’s Systems will be available within an established timeframes and with data loss not to exceed Company’s requirements.

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2. Test all components of its DRPs at least annually. As directed by Company, Supplier shall participate, in cooperation with Company, its designees, any testing and recovery providers, and any other Third-Party Vendors providing Services to Company, in any testing of Company’s DRPs.

3. Schedule testing dates for its DRPs with Company’s approval and give Company and its representatives the opportunity to observe and participate in the tests.

4. Continue to operate and manage the Services during periodic Disaster Recovery tests.

5. In the case of Supplier DRP testing, provide Company with and, in the case of Company DRP testing participate in the compilation of the test results from within fifteen (15) days of each test. At a minimum, this compilation (to the extent applicable to Supplier’s role in the testing) should include:

a. The results achieved.

b. A comparison of the results to the measures and goals identified in the respective Business Continuity plan.

c. A report on the feedback from Authorized Users as to the adequacy of continuity for their respective areas.

d. A plan and a schedule to remedy any gaps revealed during testing.

6. Retest or participate in retesting, where applicable, within ninety (90) days if any disaster simulation fails to achieve specified results as a result of Supplier’s failure to perform its responsibilities.

7. Update Supplier’s DRPs and/or participate in updating of Company’s DRPs upon re-testing and verify that the remedy was successful.

II.4.3.1 Disaster Recovery Activities

Supplier’s responsibilities include the following:

1. Report Disasters (or potential Disasters) to Company immediately upon identification based on parameters defined in the DRPs, and consult with Company for an official declaration of a Disaster as appropriate.

2. For all facilities where Supplier has oversight responsibility, declare Disasters in accordance with procedures existing at the time of declaration and notify Company of situations that may escalate to Disasters as soon as practicable.

3. Execute the Supplier’s DRPs or Supplier’s required activities pursuant to Company’s DRPs including:

a. Operate the Equipment:

b. Restore the Software.

c. Verify that data is recovered to the appropriate point in time.

d. Provide all other functions associated with the Services.

4. In accordance with the Supplier’s DRPs and/or Supplier’s required activities pursuant to Company’s DRPs, determine what resources to deploy.

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a. Conduct, supervise, and administer the operation and implementation of such resources.

5. Provide additional resources as necessary to maintain provision of the Services for unaffected areas and re-align technical resources to maintain Business Continuity.

6. Following any Disaster, participate in post-Disaster meeting with Company in order to understand the cause of the Disaster, (if necessary) restore Services to pre-Disaster Service Levels, and develop plans to eliminate or mitigate future occurrences.

7. Whether a DRP exists or not, at a minimum, restore the Services within a timeframe that is expected in the industry from large, well-managed outsourcing services companies.

II.4.4 Other Disaster Recovery Activities

Supplier’s responsibilities include the following:

1. At all times, maintain strict compliance with the Disaster Recovery policies, standards, and procedures contained in Company’s and Supplier’s DRPs.

2. Train Supplier Personnel in Disaster Recovery Procedures, and implement a process to obtain immediate access to such procedures in a Disaster situation.

4. For Services, provide and maintain backups; file recovery capabilities; and historical files of data and Software (including source code) utilized to process data. Additional responsibilities will include the following:

a. Adhere to the time periods specified for backups and recovery in the DRP.

b. Use magnetic media or other media approved by Company.

c. Provide off-site storage in a secure facility.

d. Perform such functions in accordance with standards and procedures in the DRPs, and being no less stringent than the standards and procedures used at well-managed companies that provide similar backup and recovery features for similar Services.

5. Support Connectivity to Company’s mission-critical production Network and the production host Systems, or to the contingency Network and the recovery Sites as required by the DRPs.

6. Provide design and other consulting support for networking requirements at the contingency Site, including such support for local Connectivity to required servers and printers.

7. Support Connectivity from the contingency Site to all external suppliers, Third-Party Vendors, and other organizations, as required by the DRPs.

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II.5 IT FINANCIAL MANAGEMENT

Proper IT Financial Management will provide cost-effective stewardship of the IT assets and the financial resources used in providing IT Services. Supplier must provide IT Financial Management Services as described in Exhibit 4 (Pricing).

II.6 SECURITY MANAGEMENT

II.6.1 General

Supplier’s responsibilities include the following:

1. Follow the external regulatory or compliance requirements according to Applicable Laws and Company Policies, and, if applicable, as expressed in the Service Levels described in Exhibit 3 (Service Level Management).

2. Follow the Company’s internal Security requirements according to the Company’s Security Policies, standard Security baselines, as expressed in the Operational Level Agreements.

II.6.2 Information System Security

Supplier’s responsibilities include the following:

1. Company shall define Security requirements based on Company business requirements.

2. Implement, operate and monitor Security controls for its Services that meet Company Security requirements as set out in Company Policies, including the Company’s Information Security Policy. Supplier acknowledges that Company may change its Security requirements and accordingly, from time to time, may assess the effectiveness of Security designs and controls and require changes to such designs and controls to meet new or changing Company Security requirements. All Security controls shall report Security events to Company Information Security using a protocol agreed to by Supplier and Company Information Security.

3. Proactively review the current state of Security threats and vulnerabilities, and shall report such vulnerabilities and threats to Company Information Security for consideration and review.

4. Respond to all Security Incidents, vulnerabilities and threats in accordance with Company Policies.

5. Collect data as requested by Company in support of Company Security investigations.

6. Participate in regular Security penetration exercises performed by a Third Party selected by Company.

7. Limit access to Company information assets to named individuals who are pre-approved by Company. Supplier shall take all reasonable precautions to insure that assets are secured and shall report any breaches of information Security to Company.

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II.6.3 Physical Security

Supplier’s responsibilities include the following:

1. Take all reasonable precautions to ensure that assets under Supplier’s control are physically secured and shall report any breaches of physical Security to Company Corporate Security.

2. Comply with Company’s comprehensive physical Security Management plan for its Services. Supplier shall provide a physical Security Management plan for its Services that will include the following elements:

a. Access to Sites.

b. Secure storage space.

c. Security requirements on Company premises.

d. Access to Supplier’s premises by Company representatives.

e. Restrictions on access.

f. Removal of Supplier Personnel.

g. Background checks as agreed.

III. CROSS FUNCTIONAL – EQUIPMENT AND SOFTWARE SERVICES

III.1 LONG-RANGE PLANNING

Supplier’s responsibilities include the following:

1. Assist in developing and updating the Long-Range IT Plan for Company’s information technology (IT) systems, processes, technical architecture and standards. While Company will be primarily responsible for this Long-Range IT Plan, Supplier will serve as a key collaborator. The Long-Range IT Plan will be developed on an annual basis, and will include a rolling three (3) year projection of anticipated Changes (subject to Company business and planning requirements).

2. Help to understand, develop, and confirm the future business and IT requirements.

3. Assist in projecting future volume, technology, and geographic Changes that could impact Company’s systems and technical architecture.

4. Identify candidates and requirements for the deployment of new technology or the automation of tasks associated with the Services and/or Company’s business processes.

5. Proactively submit proposals regarding new technology and automation to Company for its review and approval.

6. Proactively seek to automate manual tasks associated with the Services and advise Company of such opportunities.

7. Support Company in the discussion and presentation of potential new technology product and service offerings to Authorized Users.

8. Facilitate and encourage active cross-functional, cross-group, and cross-location coordination and communication related to new technology and automation.

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9. Proactively identify strategies and approaches for future IT service delivery that Supplier believes will provide Company with competitive advantages and that may result in increased efficiency, performance, or cost savings.

10. As part of each annual planning cycle, provide specific, short-term steps and schedules for Projects or Changes expected to occur within the first twelve (12) months of each plan.

11. Help to: identify the projects to be performed, define associated high-level schedules, and perform cost benefit analyses.

12. Help to specify the Equipment and Software architecture and standards, and participate in continuously keeping Company’s technical architecture current.

13. Provide access to specialists within Supplier’s organization, as needed, to assist Company in developing and updating the Long-Range IT Plan.

14. Identify industry and technological trends that may impact Company’s Long-Range IT Plan.

15. Help identify and track regulatory issues/Changes that may impact Company’s Long-Range IT Plan.

16. Gather and incorporate the data and lessons learned from the operating environment that may impact Company’s Long-Range IT Plan.

17. Perform trend analysis from the resource consumption data to project future demand that may impact Company’s Long-Range IT Plan.

18. Continually develop and implement tools and processes to improve Service Levels and/or performance of the Services. Tool selection will be in accordance with Company standards and Technical Architecture and Company Policies.

19. Cooperate with Company in researching and implementing automated tools to improve Service Levels and/or performance of the Services. Tool selection will be in accordance with Company Standards and Technical Architecture and Company Policies.

III.2 EVALUATION AND TESTING

Supplier’s responsibilities include the following:

1. With direction and final approval from Company, assume primary responsibility for evaluating and testing Equipment, System Software, and related products or Services prior to their use or deployment in Company’s environment.

2. Participate in evaluations involving new Third-Party products, Application Software, and Services.

3. Provide corporate reports, summaries, and results of its evaluation and testing of Third-Party products and Services that will be stored in the Company standard document management System.

4. Benchmark new types of Equipment and Software (including testing of various configurations and combinations of Equipment and Software) that may be considered for deployment within Company.

5. Determine interoperability and performance measures for specific configurations of Equipment and/or Software, including unit testing, Systems integration testing, Connectivity testing, load testing, and applications integration testing.

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6. Identify, support, and coordinate as necessary with other Company IT functions and Third-Party Vendors, any specific Equipment, Software, and/or telecommunications required for interoperability and performance testing.

7. Support and perform evaluation and testing using Company’s test and development environment in any or all of the following environments prior to deployment:

a. A Supplier test environment will simulate Company’s current Infrastructure or potential environment such that System patches, enhancements, upgrades, Changes, new deployments; integration points will not cause a production degradation, disruption, or failure. The environment will include “off net” capability as well as controlled access to the production Network. The environment should be capable of supporting functional, integration, regression, and load testing. Wherever possible, leverage Supplier’s own laboratories, testing results, and reports in order to minimize the cost of testing to Company.

b. A Company test environment, which may be a test facility, a test domain, or hybrid approach (Company/Third Party Vendor integrated environment) will simulate Company’s current Infrastructure such that System patches, enhancements, upgrades, Changes, new deployments, integration points will not cause a production degradation, disruption, or failure. The environment will include “off net” capability as well as controlled access to the production Network. The environment should be capable of supporting functional, integration, regression, and load testing.

8. Provide a complete test plan for Company’s approval prior to testing.

9. Report test findings and recommendations to Company.

10. Establish criteria that will be used to support the evaluation, technology selection, testing, and so forth for Company’s review and approval.

11. Upon Company request, contract with a Third Party to conduct or to review the test findings and recommendations.

III.3 REFRESH AND TECHNICAL CURRENCY

III.3.1 General

Supplier’s responsibilities include the following:

1. Equipment and Software Refresh as required throughout the Term, for purposes that include meeting Company’s business requirements; preventing technological obsolescence or failure; and accommodating volume Changes, the ability to increase efficiency, the ability to lower costs, and/or the need to maintain the required Third-Party Vendor support.

2. Deploy Equipment and Software associated with any Refresh in accordance with the standards of Company’s Technical Architecture and Long-Range IT Plan.

3. Accommodate the timeframes and other requirements associated with Refresh, as well as the financial responsibility for the underlying assets, as provided in Attachment 4-B (Financial Responsibility/Asset Ownership Matrix) to Exhibit 4 (Pricing).

a. Perform Refresh throughout the Term in accordance with the timeframes, Software license rights and other requirements.

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4. Company reserves the right to modify the Refresh timeframes and requirements during the Term based on its business requirements, subject to the Change Control Procedures.

III.3.2 Refresh Responsibility

Supplier’s responsibilities include the following:

1. Where Supplier is financially responsible for Equipment and Software used in conjunction with the Services, as listed in Attachment 4 B (Financial Responsibility/Asset Ownership Matrix) to Exhibit 4 (Pricing), Supplier’s responsibilities include the following:

a. Refresh the assets during the Term, including responsibility for the assets, the implementation, and ongoing support.

b. At a minimum and/or in the absence of a defined Refresh timeframe, maintain technical currency in accordance with industry standards.

2. Where Company is financially responsible for Equipment and Software used in conjunction with Services, Supplier will implement and support the new assets provided by Company.

3. Regardless of the ownership of underlying assets, the Supplier’s responsibilities include the following:

a. Provide Personnel who are adequately trained in the use of the Equipment and Software to be deployed as part of the Refresh, and provide such training prior to the Refresh.

b. Provide minimal disruption to Company’s business operations associated with technology Refresh.

c. Use best practices and effective automation tools during Refresh deployment.

d. Perform all Changes to Equipment and Software in accordance with Change Management procedures.

III.3.3 Software Currency and Release Levels

Supplier’s responsibilities include the following:

1. Unless otherwise directed by Company, provide and support Software under Supplier’s operational responsibility at the N Release Level.

2. As directed by Company, also support the N-1 Release Level, the N-2 Release Level, and earlier versions of the Software for the longer of the following:

a. The thirty-six (36) month period following version N Release Level’s is available to the general public; and

b. The time the Third-Party Vendor providing the Software ceases to support such version.

3. Use commercially reasonable efforts to support Software that is no longer supported by the Third-Party Vendor.

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4. Provide support for all Software versions and Release levels (including non-standard software and obsolete versions required to run existing business functions) that exist as of the Effective Date until otherwise directed by Company.

5. Maintain a standard current release of Software on Company Systems managed by Supplier:

a. Following each new N Release Level issued by a Third-Party Vendor:

i. Within eight (8) months after the release of a new N Release Level by a Third-Party Vendor, test and evaluate the new release in preparation for upgrading the global eligible recipient environment to the new standard level.

ii. Engage with Company Application teams to understand the Company’s workload required to migrate the production environments to the new Software revision.

iii. Within eight (8) months after the N Release Level, build a deployment strategy and plan, obtain Company approval of that strategy and plan, and begin deployment in compliance with the Company-approved deployment strategy and plan.

b. In partnership with the Software manufacturer, build and maintain a schedule of anticipated Releases of major and minor Releases of Systems Software; and communicate these schedules to the Company Application teams to build awareness and preparedness to perform the necessary testing and porting of Applications into the new standard environments.

c. Develop and maintain relationships with Software suppliers on behalf of Company for the purpose of receiving product roadmaps, lifecycle briefings and other information pertinent to Company Application teams and other decision-makers.

III.3.4 Equipment Refresh Planning

Supplier’s responsibilities include the following:

1. Develop an annual plan for Refresh of the Equipment relating to the Services, including:

a. Within ninety (90) days after the Effective Date and then within sixty (60) days prior to Company’s annual planning process meetings, review the asset inventory and produce a report that lists the assets that are due to be refreshed in the upcoming plan year, and provide such report to Company’s annual planning process.

b. Supplier and Company will consider the usability of the assets and review alternatives to replace, re-lease, consolidate, or retain the assets. Based on the results of this review, Supplier will deliver the initial recommendations regarding such assets to Company within thirty (30) days after the review.

c. For Supplier-owned assets, Supplier and Company will mutually determine whether Supplier will replace an asset and the appropriate replacement date.

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i. If Software Changes are required due to replacement of assets, Supplier, in consultation with Company, will review alternatives for making Changes to such Software.

ii. Such replacement of the assets and Software will be at Supplier’s expense if the replacement is required to facilitate achievement of the agreed upon Service Levels or because the asset is obsolete (that is, replacement parts cannot be acquired or the asset has become unserviceable).

d. For Company-owned and leased assets, based on the planning process outcome and direction established by Company, Supplier will provide a proposal for refresh of those assets (replacement at Company’s expense) to Company.

2. Adhere to Company’s approved plan, and execute that plan utilizing established Service Desk and procurement Processes to initiate Refresh and retirement activities.

a. Provide monthly reports 180 days prior to lease expiration date showing assets to be refreshed with latest data.

b. Notify Company monthly of all open agreements related to assets that are retired or will retire within 180 days of the report date.

3. Track and report on the completion progress of asset Refresh by lease-end date.

4. Update and archive asset records after retirement.

III.4 SERVICE CATALOG

Company may maintain a service catalog consisting of Equipment, Software, and configurations for procurement (purchase and/or lease) or supply to Authorized Users without purchase or lease (as such catalog may be updated, from time to time, the “Service Catalog”).

III.4.1 Service Catalog Contents

Supplier shall provide the following with respect to Service Catalog:

1. Participate in the development of and updates to, the Service Catalog.

2. Comply with fulfillment obligations for its Services, as required by Company with respect to the Service Catalog.

III.5 STANDARD PRODUCTS

A description of Company’s current Standard Products can be found in Exhibit 8 (Technical Architecture and Product Standards). All Equipment and Software included in the Service Catalog are considered to be Standard Products. Supplier shall support Company’s Standard Products list with respect to its Services by providing recommendations to align with the Company’s strategic direction, technical architecture, and Refresh strategy. Supplier shall provide such recommendations not less than annually. Company will retain approval for the Standard Products list and descriptions.

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III.5.1 Standard Products Monitoring and Reporting

Supplier’s responsibilities include the following:

1. Continuously educate Authorized Users about the need and requirements to use Standard Products, including bulletins about upgrade requirements, modification of product support, compatibility issues, Known Problems with nonstandard products, etc.

2. Monitor the environment for the introduction and use of nonstandard products within Company.

3. Where an Authorized User is not utilizing a Standard Product, take proactive steps to inform the Authorized User and include steps the Authorized User should take to obtain a Standard Product or to replace the one currently in use.

4. Use and update the Asset Inventory and Management System to determine the potential use of nonstandard Equipment and/or Software by an Authorized User.

5. On at least a monthly basis, provide a report to Company that lists all Authorized Users that are not using Standard Products, and include the specific use of the nonstandard Equipment and/or Software.

6. Provide information to Authorized Users who will be affected by the elimination of a Standard Product at least twelve (12) months prior to the elimination of a Standard Product from the list. This communication to Authorized Users will include the following:

a. Transmit the information via a broadcast e-mail or post it on the Company Intranet, subject to approval by Company.

b. Provide information regarding the future minimum Standard Product and/or the item in the Service Catalog that should be used as a replacement.

c. Provide information regarding who to contact or where to obtain additional information about the Change to the Standard Product list.

III.6 DELIVERY AND STAGING

Supplier’s responsibilities under this Section apply to Equipment and Software relating to Services and shall include the following:

1. Provide Services associated with the delivery and staging of Equipment and Software regardless of financial responsibility for the underlying asset.

2. Receive Equipment and Software that are delivered in accordance with valid procurement orders from Company; also assist Company in the receiving process as necessary at Company Sites.

3. Perform warehousing functions at the receiving/storage area, such as entering receipt data into Company accounting systems, forklift storage operations, bar code scanning, inventory recording, unpacking, palletizing for disposal, etc.

4. Verify that all contents of the delivery are included according to the valid procurement order.

5. As appropriate and required, notify representatives from Company, Supplier or any Third-Party Vendors that the order has been received; plus complete and forward any required paperwork associated with verifying the receipt and contents of the order to the appropriate Company, Supplier, or Third-Party Vendor Personnel.

6. Provide timely input into the necessary systems to provide accurate billing and order/inventory management to meet generally accepted accounting practices.

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7. After receipt at the initial Site, move or ship all Equipment and Software (if necessary) to the staging Site(s) (and a location within the Site) on a scheduled delivery date that is agreed to with the appropriate Authorized User or Third-Party Vendor.

8. Provide shipping to and from Sites, as required.

a. Include temporary storage and staging facilities for Company when needed.

9. Be responsible for shipment and receipt of Equipment between Company, Supplier, and Equipment manufacturer locations.

10. Verify that the Equipment and Software are stored in a secure area and are not subject to extreme heat, cold, or dampness.

11. Provide all logistics Services (for example, provisioning, Site preparation, etc.) associated with the movement of the Equipment or Software from Third-Party Vendors to staging facilities.

12. After the Equipment and/or Software has reached its final staging destination and prior to its actual installation, Supplier has the following responsibilities (as necessary based on an agreed installation date and plan):

a. Unload, uncrate, and/or remove the packaging that was used to ship and contain the product.

b. Remove all shipping and packaging materials from Company’s premises in an environmentally responsible manner.

c. Assemble and/or test the product, including assembling a complete or partial configuration, if required by the agreed installation plan.

d. Provide the specific configuration required to complete the assembly and/or installation of the Equipment and Software.

e. Use the Company standard configuration for the underlying type of Equipment and/or Software for all new Equipment and Software, unless otherwise approved by Company.

f. Provide configuration specifications and assembly/test instructions to Supplier’s Personnel or Third-Party Vendor in electronic format and/or paper copy as needed.

g. Provide all parts and materials necessary for proper assembly and installation of Equipment, Software and Services, exclusive of electrical power and environmental resources and any other materials specifically agreed with Company or a Third-Party Vendor.

h. Coordinate with all Third-Party Vendors that are supplying peripheral or ancillary Equipment or Software.

i. Provide replacement parts/units to remedy out-of-box failures or Equipment found inoperable during assembly.

III.7 EQUIPMENT AND SOFTWARE MAINTENANCE

Supplier’s responsibilities include the following:

1. Coordinate and manage all Supplier Personnel and, upon Company’s request Third Parties that provide maintenance-related support for Equipment and Software used in conjunction with the Services, and perform these responsibilities regardless of the Party (Supplier or Company) that has financial responsibility for the underlying asset and maintenance expenses.

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2. Perform all maintenance of Equipment and Software in accordance with Change Management procedures, and schedule this maintenance to minimize disruption to Company’s business.

3. Where Supplier is financially responsible for the underlying Equipment or Software maintenance expense, provide—or arrange for qualified Third Parties to provide—maintenance for such Equipment and Software.

4. Provide such maintenance as necessary to keep the Equipment and Software in good operating condition and in accordance with the manufacturer’s specifications, or other agreements as applicable, so that such assets will qualify for the manufacturer’s standard maintenance plan upon sale or return to a lessor.

5. At all times, provide maintenance for Equipment and Software as necessary to meet specified Service Levels.

III.8 SOFTWARE SUPPORT

Specific operational responsibilities for various categories of Software are described in the Statement of Work for each respective Tower, and in Attachment 4-B (Financial Responsibility/Asset Ownership Matrix) to Exhibit 4 (Pricing).

III.8.1 Installation, Upgrades and Changes

Supplier’s responsibilities shall relate to Services and include the following:

1. Install, upgrade, and change all Software relating to Services as required and in accordance with Company Technical Architecture Standards

2. Interface with Company and other Third Parties to promote the compatibility of Software products.

3. Unless otherwise directed by Company, install, upgrade, and change Software to prescribed release levels.

4. Install Third Party-supplied corrections for Third Party Software Problems, which include installation of Third-Party-supplied Software patches as required.

5. Prior to the start of each calendar quarter and subject to the Change Management Process, give written notice to Company of all upgrades and Software Changes that are planned to occur in the following quarter. The Parties will mutually agree in writing on the timing for the implementation of upgrades.

6. Participate in testing, installation, customization, and support of Software with as required by Company.

7. Observe Company Change Management Procedures while implementing Changes, upgrades, or enhancements.

8. For any Changes, upgrades, or enhancements, advise Company of any additional Equipment, Network, environmental, or other requirements needed during integration testing and/or otherwise known to be necessary for the implementation.

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III.8.2 Software Support

Supplier’s responsibilities shall relate to the Services and include the following:

1. Support all in-scope Software, excluding Applications supported by Company or other Third Parties, as required and in accordance with Company’s Technical Architecture Standards and as set out in the Knowledge Transfer Manual (“KTM”).

2. Support Software at prescribed Release levels or as directed by Company. Software currency and Release levels are described in Section 3.3 of Section IV of this Statement of Work, and if required in the Statement of Work for each functional service area or Tower.

3. Maintain a list of documentation that reflects the complexity and diversity of the environment and that enhances the Software support process.

4. Maintain a library of Supplier-supplied and Supplier-developed documentation that identifies the Software supplied by Supplier and the operational support procedures associated with the Software per the KTM.

III.8.3 System and Interface requirements

Supplier’s responsibilities shall relate to the Services and include the following:

1. All Systems Software provided by Supplier will authenticate using a mechanism compliant with Company Policies.

2. All Systems Software provided by Supplier will provide an open interface for the management of authorizations or roles.

3. Supplier systems managing Company information shall maintain existing automation interfaces for Company or Third Parties to bulk load and/or extract information.

4. Supplier systems managing Company workflows shall maintain existing automation interfaces for Company or Third Parties to query, initiate or modify workflow events.

III.9 ADMINISTRATION

III.9.1 Asset Inventory Management

Supplier’s responsibilities shall relate to the Services and include the following:

1. Provide to Company data for Company’s annual records inventory, in the manner, form and content and by the times specified by Company with the accuracy as defined in Exhibit 3 (Service Level Management) and in accordance with Company Policies.

2. Respond in a timely manner to queries and requests concerning the inventory data or supporting information and produce scheduled and ad-hoc reports as necessary.

3. Create new asset records upon receipt of new Equipment or Software and tag in accordance with Company Policies and Procedures

AMGEN & IBM CONFIDENTIAL E-2.6 – Page 38 of 44

4. Conduct regular hardware inventory reconciliation via random record-to-floor physical inventory verification in accordance with Company Policies within parameters jointly agreed upon by Company and Supplier.

5. Verify and correct inventory information upon an Authorized User’s request for on-site Service.

6. Continuously update the Asset Inventory and Management System by the following actions:

a. Remove assets that are no longer in use and update asset inventory records accordingly.

b. Modify asset information resulting from asset relocation and/or use by a different Authorized User.

c. Modify asset information due to upgrades and Software updates.

III.9.2 Effective Use of Equipment and Software

Supplier’s responsibilities shall relate to the Services and include the following:

1. Proactively identify strategies and approaches that will result in the elimination of unnecessary Equipment or Software, or modifications to existing Equipment and Software that Supplier believes will provide Company with competitive advantages, increased efficiency, increased performance, or cost savings. (For example: Eliminate redundant Equipment; deploy handsets that can utilize a single line for voice and data; consolidate multiple PCs where a single unit would satisfy Company’s needs, etc.)

2. On a semi-annual basis, formally identify and review with Company the efficiency opportunities that Supplier has observed during the course of providing the Services, and/or review Changes that have already been made with the approval of Company.

3. Make recommendations for increased efficiency regardless of the Party (either Supplier or Company) that has financial responsibility for an underlying asset.

III.10 REDEPLOYMENT AND DISPOSAL OF EQUIPMENT

Supplier’s responsibilities shall relate to the Services and include the following:

1. Perform de-installation and/or re-deployment of Equipment in accordance with Change Management procedures:

a. Comply with archive and quarantine requirements Installs, Adds, and Wipes (IAW) Company Policies.

b. Provide permanent removal of any Company Software or data that may exist on storage media (fixed, removable, or shared) IAW Company Policies.

2. Upon redeployment or disposal of Equipment, make the necessary Changes in the Asset Inventory and Management System.

3. Prior to a new purchase or lease of any Equipment, advise Company of any possibility of re-deploying existing Equipment IAW Company Policies.

4. To the extent the Equipment is owned or leased by Company, Supplier’s responsibilities include the following:

AMGEN & IBM CONFIDENTIAL E-2.6 – Page 39 of 44

a. Return the Equipment to a central location or immediately re-deploy Equipment as requested by Company.

b. If the Equipment is to be disposed of and is in usable condition, dispose of the Equipment as directed by Company (for example: Company employee give-away, donations to schools, or charitable organizations, etc.) in accordance with Company Policies.

c. Dispose of unusable Equipment in an appropriate, environmentally responsible manner in accordance with Company Policies.

d. Erase all data and configuration information resident in the computer system, storage components, and/or devices in such a manner that makes the data irretrievable prior to disposing of Equipment.

e. Provide Company with disposal and donation documentation in accordance with Company requirements (e.g., certificates of data destruction, certificates of recycling, transfer of ownership, charitable contribution statements, etc.).

f. Retain disposal and donation documentation and provide Company with periodic and ad hoc reports of Equipment disposition.

g. Pricing and credit amounts for residual Equipment values must be agreed upon and approved by Company prior to disposition.

IV. CROSS FUNCTIONAL – OTHER SERVICES

IV.1 PROJECT MANAGEMENT AND SUPPORT

Project Management and Support will align Projects to Company requirements and deliver Projects to Project requirements in terms of timing, quality, and cost.

IV.1.1 Project Planning

Supplier’s responsibilities shall relate to the Services and include the following:

1. Maintain appropriate levels of industry knowledge in Company’s business, Systems and Infrastructure, in order to manage resources, functional groups, technologies, and other assets to deliver Projects. The knowledge will be obtained and maintained through, among other activities, participation in industry meetings, forums, and conferences at Supplier expense.

2. Assist Company in preparing proposals, plans, and estimates for Projects as requested by Company or as appropriate based on providing the Services. Such proposals and plans will include at a minimum:

a. The business requirements for the work and the Deliverable(s) desired

b. A ROI based business case for the Project

c. The functional and/or technical approach and solution

d. The quantitative and qualitative benefits received by Company as a result of performing the Project

e. The initiator of the proposed Project (either an Authorized User or Supplier)

AMGEN & IBM CONFIDENTIAL E-2.6 – Page 40 of 44

f. The total number, utilization, and type(s) of FTEs and contractors required for the Project

g. A description of any Equipment, Software, incremental support personnel, or other materials required for the Project and ongoing support.

h. The total elapsed time to complete the Project, including both end-to-end duration and total hours to completion, including any time constraints or material assumptions.

i. The total cost of the Project (including fees paid to Supplier as well as any Retained Expenses), the timing of any payment(s), and what portions of the cost is not included in the Base Charges.

j. The ongoing annual cost of the project post-implementation (including fees paid to Supplier as well as any Retained Expenses and Pass-Through Expenses), the timing of any payment(s), and what portions of the cost is not included in the Base Charges.

k. Any other material assumptions related to the Project, including any support required from Company, its Third-Party Vendors, or any other external vendors.

l. Any other provisions necessary to describe the work needed.

m. A rating of the relative risk of the Project, and possible alternatives to the Project.

3. After Company approves a Project related to the Services, employ a Project Management methodology that will be used as a tool to consistently plan, initiate, control, and implement all projects for all Services (Company embraces RUP as Company’s preferred methodology).

a. Supplier must be experienced with the methodology and have a proven track record of success in using it to manage Projects.

b. Company will approve the methodology prior to deployment.

4. Integrate Supplier’s Project Management Process with the Company Project Management Process and Third-Party Vendors Project Management Processes, where the processes interact, while adhering to Company’s Project Delivery Process to approve and execute Projects.

5. Integrate Supplier’s Project Management Process with Service Management processes, especially Release Management and Change Management.

6. Upon request, participate in Company’s business planning meetings to review operations and business plans, and recommend appropriate IT Services and Projects to support execution of such business plans.

IV.1.2 Project Implementation

Supplier’s responsibilities shall relate to the Services and include the following:

1. Manage all Supplier tasks and resources associated with the Project, and coordinate activities with Company, affected Authorized Users, and affected Third Party Vendors.

AMGEN & IBM CONFIDENTIAL E-2.6 – Page 41 of 44

2. Make any and all changes associated with the Project in compliance with Company-approved Change Management procedures.

3. Use project management Tools and methodologies, and employ a regular reporting mechanism to identify project tasks, to present current status reports and next steps, identify and manage risks and issues, and identify potential bottlenecks and Problems.

4. Communicate Project status as part of standard Change Management meetings with Company, and as necessary to affected Authorized Users and Third-Party Vendors.

IV.2 QUALITY ASSURANCE

The goal of quality assurance is to maintain and gradually improve business-aligned IT Service quality. As part of operating under an ITIL foundation, it is Company’s expectation that Supplier will employ a quality assurance (QA) program, Tools, and processes to provide Company quality Services that are at a level consistent with acceptable industry practices and Company current standards.

Supplier’s responsibilities include the following:

1. Develop and employ a quality assurance program, subject to Company approval, designed to promote performance of the Services at a high level of quality and focus on measuring and improving reliability, speed, cost effectiveness, and client satisfaction.

2. Write and maintain procedures and measurements on all quality assurance activities associated with the Services.

3. Ensure that the quality metrics and procedures employed are consistent with similar standards in Company’s peer group and/or in the provision of similar professional services.

4. Ensure compliance with a published quality assurance program, with adequate internal controls and verification activities.

5. Allow Company to perform audits that will focus on Supplier’s adherence to its quality assurance procedures and standards; on the metrics gathered to support quality assurance activities; and on Supplier’s efforts to improve overall quality. Supplier will cooperate fully and assist Company with any such audits.

IV.3 FACILITIES MANAGEMENT AND SUPPORT

Facilities management will provide proper maintenance and safe operation of IT Infrastructure Facilities.

IV.3.1 General

Supplier’s responsibilities include the following:

1. Establish and maintain proper and adequate Facilities; Equipment (excluding Equipment supplied by Company); and supplies at Supplier-owned locations, as well as a properly trained and appropriately sized management and support staff.

2. Properly manage, coordinate, and oversee (and inform Company of the results of) all maintenance, testing, and monitoring of Facilities Systems, air handlers and uninterruptible power supply Systems at Supplier-owned Facilities operated by Supplier.

AMGEN & IBM CONFIDENTIAL E-2.6 – Page 42 of 44

3. Provide guidance and coordination for all activities during Equipment installations relating to Services, routine maintenance, Problem and crisis management including interfacing with Facilities and technology groups, Third-Party Vendors and other relevant groups.

4. Provide physical security for the Supplier-owned Facilities as described in the physical security requirements of this Statement of Work and the Agreement.

5. Comply with Company Policies, including security, data and records management, and electronic records and data archiving, where required under the Services.

6. Provide any and all communication connectivity and capability (data, voice, video, or other) that is required at Supplier-owned Facilities (or between Supplier-owned Facilities and Company Facilities) in order to provide the Services.

7. Create, update, and maintain complete documentation of the Equipment that is located in Supplier-operated data center(s) (for example inventories, cabling, and installed Equipment diagrams) using computer-aided drafting (CAD) Software tools for changes to existing documentation and newly created documentation.

8. Provide physical access procedures and standards for the Supplier-operated data centers.

9. At Supplier-operated data centers, initiate and track requests for space, power, and other data center modifications in support of Equipment installations.

10. Provide requests to Company sixty (60) days in advance for space and power modifications in support of Equipment at a Company data center(s), computer room(s), LAN closet(s), and so forth operated by the Supplier.

11. At Supplier-operated data centers, Integrate its Facilities management process with Company’s and Third Party Vendors’ Facilities management processes, where the processes interact.

12. At Supplier-operated data centers, Integrate its Facilities management process with Service Management processes, especially IT Service Continuity Management and Availability Management.

IV.4 OPERATIONS DOCUMENTATION

All documentation maintained as part of the Services on behalf of Company by the Supplier will be subject to review by Company and conform to the documentation standards and format agreed upon between Company and Supplier. Supplier will develop documentation in accordance with the requirements in Attachment 6-B (Policies and Procedures Manual Content) to Exhibit 6 (Governance).

Any changes shall be subject to Company’s prior written approval.

Supplier’s responsibilities include the following:

1. Develop and maintain documentation on all Operations procedures, Services, Equipment, and Software for which Supplier is responsible.

2. Document procedures to be utilized by Authorized Users for the correct use of the Services, Equipment, Software, Connectivity, security, and service desk.

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3. Make all documentation available in paper copies and/or electronically at the choice of Company, and, wherever possible, using documentation that is web-enabled for access by Authorized Users and Company.

4. Audit documentation regularly for completeness and accuracy, and verify that all documentation is present, organized, readable, and updated.

5. Report the resultant audit findings to Company on a regular basis, and where it is determined that documentation is inaccurate (for example, erroneous or out of date), correct and replace such documentation.

IV.5 BUSINESS DIVESTURES, ACQUISITIONS, CONSOLIDATIONS, AND RELOCATIONS

From time to time, Company has, and intends to, acquire or divest businesses (or parts of businesses) and relocate or consolidate businesses (or parts of business); such activities referred to in this section as “business structure event(s)”. In such instances, Supplier will perform certain functions at the request of Company.

Supplier will conform to the requirements and provide the Services associated with divestitures and acquisitions as described in the Agreement.

Supplier’s responsibilities include the following:

1. Provide all Services normally expected of an IT organization in support of business structure events.

2. Assist Company in planning, preparing, and implementing any transition or Changes related to the Services as a result of a business structure event. For example, acquisitions usually involve replacing PCs with Company standard PCs, establishing network and e-mail Infrastructure, preparing the Company service desk, etc. The actual transition work will be handled as a Project if the transition work with existing staff would prevent Supplier from meeting existing Service Levels.

3. Where Company has an existing commitment to provide IT-related Services to a divested business, provide the required Services on behalf of Company.

IV.6 TRAINING AND EDUCATION

Supplier will provide at no additional cost training and education for Authorized Users in use of the Services including:

1. Creating education and training materials regarding access and use of any Systems and Applications provided by the Supplier.

2. Updates to training and education materials on Company’s Intranet

3. Provide training customized to the Company environment for Authorized Users when there are changes to the Systems or Services provided by Supplier.

4. Provide training to Authorized Users when there are changes to hardware supported by Supplier that impact the Authorized Users.

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Exhibit 2.7

Statement of Work

SERVICE DESK SERVICES

AMGEN & IBM CONFIDENTIAL E-2.7 – Page 1 of 8

Table of Contents

1.0 INTRODUCTION			3
2.0 SERVICE DESK
2.1 General			3
2.2 High Priority Support			7
3.0 INCIDENTS THAT DO NOT ARISE FROM OR RELATE TO IT SERVICES			7
4.0 INCIDENTS ONLY PARTIALLY RELATED TO IT SERVICES			8

AMGEN & IBM CONFIDENTIAL E-2.7 – Page 2 of 8

1.0 INTRODUCTION

Supplier confirms that, unless otherwise specifically stated, it will provide a solution for the Service Desk that supports all of the business processes described in this Statement of Work, and that all Service Desk Services, unless otherwise specifically stated, are included in the Base Charges. Supplier is committed to an approach of providing continuous improvement.

Supplier will be responsive to the current and future requirements of Company by proactively anticipating needs and adjusting Service Desk Services accordingly within the Base Charges. Requirements for New Services will be handled through the Change Control Procedure and Supplier will work with Company to assess the impact of these requirements on Company’s operating environment.

This Statement of Work sets forth the Service Desk Services that Supplier will provide, as of the Amendment No 7 Effective Date unless otherwise specified, for all Services that affect the Towers described in this Statement of Work.

In the delivery of all the Services, Supplier shall perform Services in a globally consistent manner and in accordance with Company Policies and Procedures, such that the Authorized Users’ experience of the Services varies as little as possible throughout the enterprise.

In providing the Service Desk Services, Supplier shall:

1. follow Company Policies and Procedures;

2. use Company training Tools (LMS);

3. perform the Cross-Functional Services set out in Exhibit 2.6, as applicable; and

4. provide the reports required by Exhibit 12 (Reports).

The Parties will cooperate with each other and any Third-Party Vendor to ensure a smooth integration of the Services in Company’s IT Infrastructure.

2.0 SERVICE DESK

2.1 General

Supplier’s Service Desk shall be the single point of contact for Authorized Users regarding Incidents, which include Major Incidents that cause or may cause an interruption or reduction of Service, as well as for Service Requests for information and Service Requests relating to all of Company’s IT Services. Service Desk Services support should be fully aligned with the Company IS Service Catalogue.

Supplier’s responsibilities include the following:

1. Provide a Service Desk that offers a high level of self service capability, managed collaboration and includes instant messaging and chat capabilities.

2. Provide support to Authorized Users on both a reactive and a proactive basis.

a. Reactive support includes responding to all Incidents and Service Requests through voice, formal instant messaging, chat or E-mail communications as well as remote access and other methods.

b. Proactive support includes broadcast messages, direct contact, provisioning of self-help Tools and techniques such as Microsoft office suite knowledge bases and other agreed methods.

c. Transition as much as possible to self-service solutions while maintaining the overall level of service to the Authorized Users. Quarterly CIPs should be developed in partnership with Company to help drive these goals.

3. Manage Incidents and Service Requests from Authorized Users relating to the Services. Receive and process Incidents and Service Requests from Authorized Users relating to all services.

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4. Receive and log all Incidents/Service Requests (including submission received by telephone, electronically, or other means approved by Company) and open an Incident Record. All Incidents and Service Requests must have a unique reference number for tracking.

5. Prioritize and escalate Incidents from all Authorized Users and determine those that fall under agreed criteria for special handling such as VIP, executive support or other business critical Systems and functions.

6. Transfer Incidents/Service Requests within specified time limits for resolution by the appropriate party without compromising Service Levels or security requirements.

7. Link multiple contacts pertaining to the same Incident to the associated Incident Record.

8. Link multiple Incidents pertaining to the same Service Request to the associated Service Request.

9. Resolve all Incidents for a mutually agreed set of Services and Systems during the Authorized User’s initial contact with the Service Desk without transferring the call or using any escalation.

10. Provide self-service capability to allow Authorized Users to check status of their reported Incidents.

11. Track and report any backlog of unresolved Incidents on at least a daily basis or more frequently as requested by Company.

12. Communicate to Authorized Users in English, or other language(s) required by Company, using terms that are clearly understood by the Authorized Users. Languages include English, Spanish (European and South American), German, French, Dutch, and Italian. Hours of support, based on language, for the Service Desk will be as follows:

a. 24 x 7 support for English, Spanish and French language support;

b. 8:00 – 20:00 CET, Monday through Friday for Dutch, Italian and German language support;

c. Out Of Hours support for Dutch, Italian and German will go to voicemail or English according to caller’s preference.

13. Perform Service Desk Services holistically and transparently to Authorized Users integrating Company Service Desk systems or services with Third Party Vendors systems.

14. Utilize integrated Service Desk Tools that are, at a minimum, integrated with Request Management, Problem Management, Configuration Management, Change Management, Asset Management and Service Level Management processes.

15. Record all contacts in an Incident Management System including providing a unique record number that will be generated to assist with tracking. Capture contact details in a ticket (Incident/Service Request record), validate authorization to use the service, as well as the relevant description of the Incident or Service Request.

16. Provide and utilize a knowledge base such as Microsoft office suite, FAQ, help files or other appropriate materials to service the Incident or Service Request. Integrate these to existing Company processes to ensure they are maintained and updated and that new materials are developed as knowledge gaps are identified or new products and Services are brought on-line.

17. Record and retain actions and correspondence related to Incident or Service Request in accordance with Company Policies.

18. Classify the Incident/Service Request based on the information provided by the Authorized User and follow the appropriate process for management of the Incident/Service Request in accordance with Company Policies. For high priority Authorized Users, Incidents or products this may include transfer of the Incident or Service Request to a specialist group for delivery of Service.

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19. Track Incident recovery progress and inform Authorized Users of the status of the Incident/Service Request in accordance with Company Policies and ensure the client is satisfied with the resolution provided and gaining the Authorized Users approval before closing the Incident/Service Request.

20. Follow all Incidents for a mutually agreed set of Services and Systems during the Authorized User’s initial contact with the Service Desk without transferring the call or using any escalation.

21. Escalate high severity Incidents to Company and monitor in accordance with Company Policies.

22. Provide head of queue Service Desk priority for Company directed Authorized Users.

23. Provide infrastructure to ensure business continuity through local site infrastructure as well as the ability to transition Services to alternate locations as necessary.

24. Provide Service Desk Personnel that are dedicated to Company except in call-overflow situations or in the IT Service Continuity Management process described in Exhibit 2.6 (Cross Functional—Service Delivery Services). Ensure that agents who handle overflow calls have been trained and are knowledgeable on the Company environment.

25. Where more than one Site is proposed for the delivery of Service Desk Services, any switching between the Sites must be transparent to callers to the Service Desk and Service Management Systems must provide complete visibility of all Incidents/Service Requests.

26. Provide Supplier Service Desk Personnel that are trained to do the following:

a. Understand Company’s business and its customers and respond appropriately.

b. Understand Company’s technology and sourcing arrangements.

27. Provide Service Desk Personnel who:

a. Possess the appropriate competencies to provide Service Desk Services. Different levels of Service Personnel may be necessary to address higher level staff, products or Services as deemed necessary by Company.

b. Are thoroughly trained in Service Desk procedures and Company Policies and environment.

c. Have adequate training on new products and Services, as they become part of Supplier’s responsibilities from time to time.

d. Have adequate IS technical skills to manage IS Incidents properly.

28. Provide Service Desk Services on a 24x7x365 basis, subject to clause 12 of Section 2.1 of this SOW.

29. Provide a single, local (in-country) telephone number for external telephone Calls to the Service Desk from Authorized Users.

30. Provide Company out-of-country Personnel with a local (in-country) number for Calls to the Service Desk.

31. Supplier may use remote control Tools to help diagnose users’ Incidents. Supplier must disable remote control when contact with the Authorized User is complete.

32. Provide a Call handling System that has the capability for skills based or language based routing.

33. Language support needs to be available during local business hours in each Company location.

34. Provide the capability for Authorized Users to submit Incidents and Service Requests via electronic mail, secure web site, Intranet portal, or other means approved by Company. Continuously educate Authorized Users on the use of such media.

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35. Provide and continuously update (weekly) a list of frequently asked questions (FAQ) regarding the Services that and at least, focuses on improving self-help, documenting repetitive Incidents and solutions, and helping improve first call resolution at the Service Desk.

a. Publish answers to the FAQ using a media that is efficient, easy to use, and easily accessible for Authorized Users, as well as subject to approval by Company.

b. Provide FAQ in a format that can easily be published on Company’s internal Systems.

c. Track the use of the FAQ and report usage statistics to Company on a monthly basis, or as requested by Company.

36. Identify potential Authorized Users’ training requirements (for example, lack of basic skills in Windows), and provide recommended training actions to Company.

37. Conduct random surveys of Authorized Users immediately after they have used the Service Desk, and report the results to Company each month.

38. Perform and report these surveys each month, and include a minimum survey sample of five percent (5%) of the Incidents and Service Requests reported.

39. Analyze Incident trends on all Incidents and Service Requests (whether or not they relate to the Services), and recommend and implement actions, with Company’s approval, to reduce Incidents.

40. Keep Authorized Users regularly updated with alerts advising of any new or changed information.

41. Collate Incident information from Authorized Users regarding suggested improvements to Supplier’s Service Desk Services. Host bi-weekly/monthly reviews with Company to address any issues identified for immediate improvement.

42. Develop a Continuous Improvement Plan (CIP) on a quarterly basis to address longer term suggested improvements. Elements of the CIP will include Service delivery, Service quality, customer experience, cost containment/reduction targets. Supplier will:

a. Review the CIP with Company and obtain Company’s approval.

b. Report on progress and improvements made on a monthly and quarterly basis.

43. Provide updates back to the affected Authorized User regarding the reported Incident or Service Request.

44. Subject to Company’s review and approval, develop and periodically update Incident and Problem escalation procedures, and distribute such procedures to designated Authorized Users.

45. Develop and document processes regarding interfaces, interaction, and responsibilities between Xxxxx 0 Xxxxxxx, Xxxxx 0 Support and Level 3 Support Personnel, and any other internal or external persons or entities that may either submit an Incident or receive an Incident.

46. Provide training and training materials to educate and reinforce Company’s Incident Management Process and Supplier processes to Supplier Personnel.

47. Provide and maintain instructions for Authorized Users to access the Service Desk Services:

a. The instructions will be made available to Authorized Users via various media.

b. Media must be approved by Company and may include regular internal newsletter distribution, access via the Company Intranet, or inclusion in Company staff induction training, etc.

c. Provide to Company metrics and Service Desk related data (multiple) in a form to enable data mining through reports or general ad-hoc access and this data should be provided “near” real time.

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48. Provide daily, weekly and monthly reporting as well as trend analysis and other standard enterprise Service Desk reports such as:

a. Dashboard reporting of major Service Desk activity, trends and other operational data should be available to Authorized Users.

b. During major System release, migrations, updates or other critical periods, data needs to be available on an hourly period during any Hypercare.

c. Metrics include but are not limited to:

i. Average speed to answer (ASA), for phone, web, and e-mail.

ii. Call abandon rate.

iii. Closed and open Incident count data.

iv. Closed and open Service Request count data.

v. Service Desk Incidents and % resolved at Service Desk.

vi. Service Desk Incidents and % of resolvable resolved at Service Desk.

vii. First call resolution (FCR).

viii. Service Desk Service Requests and % resolved at Service Desk.

ix. Service Level metrics – performance against agreed Service Level metrics.

d. Provide reporting focused on the customer service (Authorized Users) experience, quality of service and other “soft” measures to ensure Authorized Users’ expectations are being met.

49. Supplier shall provide ticket aging reports and live chat reports.

2.2 High Priority Support

A number of key functions within Company require higher level of support Service Desk Services.

High Priority support requirements include:

1. Executive VIP support.

a. Provision of Service to executive support staff based at Company headquarters.

b. Priority handling including warm transfer methods as required.

2. Field Services support.

a. Dedicated team trained on the Sales and Marketing organizations including support of the Siebel Application.

b. Provision of specific contact methods to ensure staff receives immediate response.

c. Supplier shall not change the delivery location of the team currently performing the work in Thousand Oaks.

3. Global ERP support

a. 24x7x365 global Level 1 Support and Level 2 Support Service Desk with specific SAP related skills.

3.0 INCIDENTS THAT DO NOT ARISE FROM OR RELATE TO IT SERVICES

The Service Desk does not handle non-IT related Incidents other than to direct the caller to the appropriate service area, if known. These calls will not be included in Service Level metrics.

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Supplier’s responsibilities include the following:

1. Record the Incident, open an Incident Record, and quickly transfer the client to the appropriate entity for resolution.

2. Ensure that the status of any Service Request is available to the Service Desk.

4.0 INCIDENTS ONLY PARTIALLY RELATED TO IT SERVICES

Supplier’s responsibilities include the following:

1. Continue to work toward resolution of the relevant part(s).

2. Transfer the remaining part(s) to the Service Desk, without compromising Service Levels.

3. Provide status updates to Authorized User within agreed Service Levels.

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Exhibit 2.8

ISM Bridge Statement of Work

Amgen & IBM Confidential

Pg. 1 of 13

Exhibit 2.8			1
1.0 Introduction			3
2.0 Scope			4
3.0 Definitions			5
4.0 Requirements			10
5.0 Company’s roles and responsibilities			11
6.0 In-scope Enhancements Scope			11

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1.0 Introduction

1.1 This Statement of Work (“SOW”) is governed by the terms and conditions of the Agreement and defines Supplier’s obligation to provide to Company the hosted service management solution having the functionality described herein (the “ISM System”), as well as maintenance and support services relating thereto, as further described herein (the “ISM Bridge Services”).

1.2 Capitalized terms used herein but not defined shall have their respective meanings as set forth in the Agreement. For the purposes of this SOW, any reference to the term “current” hereunder means a reference to the “as is” ISM System or any sub-system thereof as of the Amendment No 7 Effective Date, except as set forth herein and including the delivery of the enhancements committed to take place in the month of August, 2011, as further defined below (“In-scope Enhancements”, Section 6).

1.3 The Parties understand and acknowledge that Supplier is providing the ISM Bridge Services to the Company under the Agreement as of the Amendment No 7 Effective Date. The objective of this SOW is for Supplier to continue the ISM Bridge Services for the period of time defined herein and at the functional, operational and support level specified below. Accordingly, except as expressly set forth herein, Supplier shall:

• Ensure the ISM Bridge Services remain operational and are hosted and supported at the functional, operational and support levels as actually provided by Supplier as of the Amendment No 7 Effective Date.

• Provide application maintenance and break/fix support Services as described herein for such “as is” functional, operational and support levels currently provided by Supplier as of the Amendment No 7 Effective Date.

• Provide software license and software maintenance services.

• Provide application support, including Service Request and end user “how to” questions.

1.4 Supplier shall perform the ISM Bridge Services from the Amendment No 7 Effective Date until March 31, 2012 subject to Company’s extension rights set out in section 1.5 below.

1.5 Company may extend the ISM Bridge Services on a month-to-month basis until June 30, 2012, under the same terms and conditions and at the Charges set out in Exhibit 4 (Pricing). Company may terminate the ISM Bridge Services at any time upon thirty (30) days prior written notice without payment of Termination Fees or Wind-down Expenses.

1.6 Supplier shall provide up to 400 hours of Supplier ISM System subject matter experts (no lower than Type 3 FTE) to perform the extraction of Company Data from ISM and related technical assistance. Such performance and assistance will not include actual performance of field mapping, data conversion, tape conversion, or data loads into Company’s new toolset. Supplier shall provide a tape backup copy of the then current production database based on tape backup technology then currently deployed and transfer these tapes to Company prior to decommissioning the Supplier environment. Such 400 hours of technical assistance must be used by December 31, 2011 and shall be deemed to satisfy Supplier’s obligations set forth in Section 21.1(B) of the Agreement.

1.7 Subject to Article 27 of the Agreement, in the event a disaster interrupts the ISM Bridge Services Supplier provides to Company, Supplier will make commercially reasonable efforts to provide such Services during the disaster. Such efforts may include (as required to restore affected Services) providing replacement Equipment at a new location, coordination of Third Parties to restore network circuits (e.g., AT&T and Verizon), obtaining offsite tape archives for restoration and coordination of appropriate support groups to perform restoration.

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2.0 Scope

2.1 Supplier shall perform the following components of the ISM Bridge Services, as set out in Sections 2.3 and 3.0 (Definitions) below: Program Delivery, Application Functional and Technical Break/Fix, User ID Administration, ISM Application Maintenance, Data Load Support, Reporting Support (as set forth in Exhibit 12 and including support of the GSMART Tool), Hosting Support, Software License and Software Maintenance Support, Integration Support and the In-Scope Enhancements. The ISM Bridge Services are provided with respect to Maximo version 7.1.1.4 and include support for application modules for the following Cross-Functional Services as defined in the relevant SOWs: Service Catalog, Self-Service, Service Request, Incident Management, Problem Management, Process Request Management, Change Management, Release Management, Asset Management, Knowledge Management and Configuration Management Tool Support.

2.2 For clarity, the following activities are out-of-scope of this SOW:

1) Changes that add functionality to the ISM System or materially change functionality provided by Supplier as of the Amendment No 7 Effective Date, beyond completion of the In-scope Enhancements; and

2) Changes to the Architecture that require any re-engineering of the ISM System (e.g., application, systems or hardware), unless required for completion of the In-scope Enhancements.

2.3 For greater clarity on the scope, the ISM Bridge Services will include:

Ÿ     Program Delivery: Program Delivery is the provision and management of Services and Deliverables necessary for the ISM System to support Company’s IT environment. For the purposes of this SOW, “Program Delivery” means the coordination of Supplier Personnel, program communications within the Amgen IS Service Management team, reporting, and program governance.

Ÿ      Hosting Support, License and Software Maintenance Support: is the provision of the Software and infrastructure comprising the ISM System, on a fully-hosted basis, including responsibility for obtaining and maintaining all rights necessary to provide the ISM Bridge Services. The Software and Software maintenance to be provided by Supplier are set out in Section 3.0, No 8.

Ÿ      User ID Administration: The Supplier’s User ID Administration team shall add and remove security roles for ISM users according to Company Policy MAN-000411.

Ÿ      Application Functional and Technical Break/Fix: The Application Functional and Technical Break/Fix component of the ISM Bridge Services provides for diagnosis and Problem resolution for Incidents caused specifically by breaks in the current functional configuration, current custom development, current System infrastructure, and current integrations as set out below.

Ÿ      ISM Application Maintenance as defined below.

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• Data Load Support as defined below.

• Reporting Support as defined below.

• Integration Support as defined below.

2.4 For greater clarity, the ISM Bridge Services will exclude any enhancements or customization except for the In-scope Enhancements.

2.5 Supplier shall provide those reports set out in Exhibit 12 (Reports) as reports to be provided during ISM Bridge Services. For greater clarity, Supplier shall complete (i) the P1 reporting on or before August 31, 2011 and (ii) the P1+E reporting on or before August 31, 2011. If Supplier fails to complete the reporting as set out in the previous sentence by August 31, 2011, Supplier shall pay Company a one-time credit of $50,000.00.

2.6 During the term of this SOW, Supplier shall:

a) maintain ISM System performance and response times within ten percent (10%) of the average performance and response times measurements for the months of May and June 2011 (the “Measurement Benchmark”);

b) measure the performance and the response times of the ISM System;

c) report the performance and response times of the ISM System if the Company IS Management team and the Supplier Program Office agree that there is a performance degradation issue; and

d) if the response times of the ISM System degrades by ten percent (10%) or more from the Measurement Benchmark in a given month, escalate the deficient performance in accordance with the Governance process set out in Exhibit 6 to the Agreement and determine the corrective actions required by either Party to remedy the deficiency.

3.0 Definitions

In this SOW, the terms referencing Supplier’s obligations hereunder shall have the meaning ascribed to them in the table below.

No		Name		Definition
1		Application Functional / Technical Break Fix		•    Required to resolve an Incident related to the current ISM System functionality that stops working. •    Required to resolve an Incident to restore Application Availability. •    Interface with Tivoli software support, where appropriate, to resolve Incidents related to the ISM application and middleware. •    Apply break/fix Application patches, if required. Patch bundles are not included. •    In detail, Application Functional / Technical break fix, includes: •    Resolve Incidents if existing functionality stops working

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No		Name		Definition
				•    Restore Application Availability •    Address Application performance degradation •    Timely communication of resolution progress of escalated Incidents
2		ISM Application Maintenance and User ID Administration		•    Includes changes which do not change existing functionality and do not impact steady state processes or reporting. •    Includes routine database and operating system maintenance required for health checking, security advisories and support of deployed functionality. •    In greater detail, ISM Application Maintenance and User ID Administration include: •    Add new person groups (work groups) •    Database re-orgs •    Moving a CI to Production State •    Updating a CI which is in a protected state (production) •    Adding or modifying location data •    Activating a solution in the database •    Adding or removing a person from a Person group (unless it is the last person in the group) •    Adding a person to a security group •    Increasing Filesystem space (Middleware) •    Modifying Storerooms •    Add, Deleting or Modifying Locations (authorized by Company providing the location codes) •    Deleting old database backups, logs, and WebSphere logs per data retention requirements •    Re-assigning Service Catalog Workflow Tasks
3		Application Release		•    Application Release is out-of-scope of this SOW but defined as including the following elements: •    major changes categorized as either medium or high impact, which impact steady state processes or reporting, require more then 2 weeks notice and require additional resources to Supplier’s dedicated steady state support resources; •    new functionality or new configuration (i.e. from the current functionality or current configuration); •    all Program Temporary Fix (PTF) from Tivoli; •    database or operating system upgrades; •    Integration changes required to support new functionality (i.e. from current functionality); and •    Enhancements to current reports or addition of new reports. •    These major changes include fix packs to upgrade to new versions such as moving from Maximo 7.1.1.4 to 7.1.1.7, 7.2.1 or 7.5. Major fix packs or upgrades require at least six (6) months lead time.

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No		Name		Definition
				•    For greater detail, the following Application Release elements are not included: •    The following examples of Changes or modifications to be included in an Application Release: §        Application, database or operating system upgrades or major patches. §        Complex changes to the Service Catalog such as new workflows. •      Changing the Short Description in a Service Catalog Fulfillment •      Changing the Short Description in a Service Catalog Offering §        Changing security group options. §        Adding, Modifying, enabling or disabling a workflow. §        Add / Modify: •      Action •      Condition •      Domain •      Presentation (Screen Modifications) •      Query (Master / System) •      Role (i.e., Workflow Roles) •      Start Center •      Workflow •      Job plans •      Classification •      Any data model changes •      Remove any MEA Adapter Objects •      Escalations •      Cron tasks, including Aix Cron jobs •      Database configuration •      WebSphere Configuration including LDAP, SSL •      Ticket templates §        Add, Modify, Activate, De-activate SLA §        Add new BIRT report - Validated Reports
4		Integration Support		•    Maintain support for integration of current functionality where Supplier provides up/down monitoring. •    For greater detail, Integration Support includes: •    Company LDAP

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No		Name		Definition
				•    Unisys Incident •    AT&T Incident (AOTS) •    ITD e-mail gateway – Supplier internal network •    ITIC – used for TADDM, SCCM – Supplier internal network •    GSMRT
5		Data Loads Support		•    For the purposes of this SOW, the term “Data Load” means either: •    Bulk Loads: a spreadsheet that is populated with data following a specific format provided by Supplier; or •    support for data changes via the User Interface that will be performed by Company. •    For greater detail, •    Bulk Data Loads support includes: §        HR nightly file drop from shared repository to ISM §        CSSR nightly file from ISM to CSSR §        Bulk Data Loads for CMDB and Asset. Supplier will perform CMDB and Asset Data Loads in accordance with the definition of “Data Loads” through September 10, 2011 for data submitted prior to September 1, 2011. Beginning September 1, 2011, Bulk Loads will be performed twice a month for CMDB and monthly for Assets with at least 10 days lead time. In all cases, the creator of the data is responsible for the quality of that data. If the data quality is not sufficient and the CMDB or Asset Bulk Load fails, the data owner is responsible for correcting such failure. •    Supplier shall commit 4 FTEs (1 Database Administrator, 1 Project Manager and 2 CMDB Subject Matter Experts) to perform the Bulk Data Loads activities described above until their completion.
6		Reporting Support		•    Reporting support includes: •    Provide break/fix support for reports as detailed in Exhibit 12 (Reports). •    Break/fix support is limited to errors in the reporting systems. •    Break/fix support excludes process errors, data integrity issues, and other changes external to the reporting systems. Subject to Section 2.5, Company agrees that all current reports in production are deemed working and accepted “as is”.
7		Transaction Performance Management		•    Transaction Performance Management includes: •    Provide ad-hoc ISM manual transaction performance report for other sites if performance issues identified and such reporting deemed required by Program Management.

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No		Name		Definition
				•    Ad-hoc transaction performance assessment requires at least 2 week lead time. •    ISM transaction performance reporting is limited to the following transactions: §        First Log In to Start Center §        Open Service Request Analyst Start Center §        Open Incident Analyst Start Center §        Open Change Owner Start Center §        Job Plan Assignment §        Send Communication from communication tab §        Access the Communication Log tab §        Adding Work Log Entries – New Row §        Save §        List Function Advanced Search •    Transaction performance improvements are limited to those recommended by the Tivoli Software Support.
8		Maintenance Windows definition		•      Maintenance Windows are used for disruptive changes for the purpose of Application Maintenance or ISM Application Releases. •      Maintenance Windows are used for either Standard Maintenance or Long Maintenance. •      Standard Maintenance Windows are available on the 2nd and 4th weekend of the month from 7:00 pm PT Saturday to 3:00 am PT on Sunday. •      Long Maintenance Windows are scheduled for the 2nd weekend of the month from 7:00 pm PT Saturday to 8:00 am PT on Sunday for February, May, August and November only.
9		Final ISM and CMDB In-scope Enhancements		Supplier shall complete the user interface changes, consisting of: •    C48124 Service Group, Service, Asset The In Scope Enhancements are defined in Section 6 below.
10		Hosting Support, License and Software Maintenance Support		Supplier shall provide: •      As is server, storage and backup hardware •      Software license and software maintenance as listed below Supplier shall be responsible for the Software and maintenance on the Servers used to provide the ISM Bridge Services (approximately 20 Servers) including monitoring and performance Software.

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4.0 Requirements

4.1 Technical Requirements

4.1.1 The Technical Requirements are defined as the application architecture, systems architecture, connectivity design storage and backup design in their current condition as set out in Supplier’s Boulder data center. Any changes required by Company to the architecture may result in additional Charges. For example, additional CPU, memory, storage or backup drives would require new capital or Third Party services and would result in additional Charges to support the design, purchase, maintenance and management activities.

4.1.2 The following infrastructure components are included in the ISM Bridge Services for:

• AIX

• DB2

• Storage and backup

4.1.3 The following infrastructure support will transition to the Company upon the AHS Commencement Date. Transition of these Services will be performed as part of the Reverse Transition / Infrastructure Stabilization program, in accordance with Exhibit 29:

• Support of Windows

• Support of Linux

In addition, Supplier shall train Company on the support of these ISM Bridge Services to Company’s reasonable satisfaction.

4.1.4 The following services or activities are excluded from the ISM Bridge Services:

• Disaster Recovery of the ISM System

• Infrastructure services including Hosting Support and Software and Software Maintenance Support in Supplier’s Columbus data center.

4.2 Operational Requirements

The Parties agree that the ISM System is Supplier Proprietary Software, provided to Company through the licensing terms of Section 14 of the Agreement. Company will retain ownership of all hardware or licenses deployed outside Company’s owned or managed facilities as well as all Company Data.

4.3 Assumptions and Business Constraints

4.3.1 The ISM Bridge Services are based on the following assumptions:

• Success of the ISM Bridge Services requires Company’s and Supplier’s adherence to agreed timelines. If these timelines are not achieved, Changes may be delayed.

• Supplier may change resources without Company’s consent.

• All resources must complete appropriate training as available through Company’s Learning Management System.

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• The ISM System is limited to 600 concurrent users.

4.3.2 For greater clarity, the following components or services are excluded from the ISM Bridge Services:

• Custom code Java code changes.

• Develop, publish and execute archive strategy

4.3.3 Company is responsible for defining and updating ITIL Processes.

5.0 Company’s roles and responsibilities

5.1 In relation to the provision of the ISM Bridge Services by Supplier, Company shall perform the following roles and responsibilities:

1) “Change and Release Management”: Company shall be responsible for the coordination and oversight of the change and release management execution for ISM Changes. In this role, Company will perform the Change and Release Manager role, business assessments, business approvals, quality approvals, review and approval of test cases and test sets. Supplier is responsible for the configuration, development, test creation, testing, change owner role related to ISM Changes.

2) “Data Load Quality Assurance for CMDB Data Loads”: Company shall perform quality check of data prior to a Data Load.

3) “Infrastructure Support Team”: Company shall perform Windows and Linux support beginning on the AHS Commencement Date.

4) “Major Incident Management Team”: Company shall perform Business Recovery Management and Systems Operations roles beginning on the AHS Commencement Date.

5) “Process Owners”: Company shall perform business, technical and quality reviews of test cases, test sets and defects beginning on the Amendment No 7 Effective Date.

5.2 Company shall assume the responsibility for the following items and activities as of the AHS Commencement Date:

1) Layer 4 Infrastructure Data excluding the data related to the operational entries to keep CMDB and Asset Data current in accordance with the SOWs;

2) Asset Data;

3) CAPA Data;

4) Complete all remaining CMDB and Asset Data entries

6.0 In-scope Enhancements Scope

Supplier shall perform the following responsibilities with regard to In-Scope Enhancements:

General:

X      XXX0000 – update the impact and urgency matrix to include a 4th value for urgency

X      XXX0000 – modify the descriptions of the urgency values to 1 - Outage, 2 - Error, 3 - Degradation, 4 - Inconvenience.

X      XXX0000 – update Priority descriptions as follows: 1 Service outage. 2 Major degradation of Service. 3 Loss of functionality and unable to perform normal work. 4 Loss of functionality that does not prevent normal work. 5 No adverse impact.

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Change:

X      XXX0000 – update the default value when searching for a CI in a change and using the Select Value so that the default status of “ PRODUCTION” will be displayed.

X      XXX0000 – modify the advanced search dialog in the change application so that Requested Implementation Date is searchable.

X      XXX0000 – Modify the change List tab so that Requested Implementation Date and Change Owner is displayed and sortable.

Release:

X      XXX0000 – Create a new Release Build Job Plan for the purpose of creating and managing the plans that define how work should be performed on releases.

X      XXX0000 – Create a new Release Infrastructure Deployment Job Plan for the purpose of creating and managing the plans that define how work should be performed on releases.

X      XXX0000 – Create a new Release Application Deployment Job Plan for the purpose of creating and managing the plans that define how work should be performed on releases.

X      XXX0000 – Create a new Release Closure Job Plan for the purpose of creating and managing the plans that define how work should be performed on releases.

Incident:

X      XXX0000 Notification will automatically be sent to Quality Unit Group when a P1 Major Incident occurs on a GMP with the regulated CI with the categories listed below:

21010000 – Application (future: this shouldn’t be an end user selection option)

21010307 – APPLICATION \ BATCH \ Batch Scheduling

21010702 – APPLICATION \ DATA \ Data Duplicated

21010703 – APPLICATION \ DATA \ Data Invalid

21010704 – APPLICATION \ DATA \ Data Missing

21010803 – APPLICATION \ DATA REQUEST \ Data Correction Request;

21011201 – APPLICATION \ FUNCTIONALITY \ Functionality Error

21011400 – APPLICATION \ INTERFACE

21011801 – APPLICATION \ PROGRAM \ Program Error

21012400 – APPLICATION \ INSTALL

21040700 – HARDWARE \ PRINTER HARDWARE

21060113 – NETWORKS \ CONNECTIVITY \ Security

21090700 – SECURITY \ VIOLATION

X      XXX0000 – Create new Communication template with wording as agreed by Company to send to Quality Unit Group for CMP5728.

Service Catalog:

X      XXX0000 – AT&T Escalation when work log is updated based on ‘Information Needed’ request from AT&T

X      XXX0000 – A communication template, ITDSCWLINF, will be created that will generically notify the Reported By, On Behalf Of User, and Owner on the Work Order of the need for additional information by accessing the Catalog Request Application and the addition of the information to the work log via the Work Order’s log tab.

X      XXX0000 – A communication template, ITDSCWOCAN, will be created that will generically notify the Reported By, and On Behalf Of User, and the Owner on the Work Order of the Cancellation or Rejection of the work order by the request fulfillment team, and that additional information can be obtained by reviewing the work logs.

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Configuration Management Enhancement

• Add New Attribute – Contractual SOW

• Append new values for Operating Environment to the existing drop-down list

• Field name change from Validation Analyst to Compliance Owner

• Append new RTO values to the existing drop-down list

• Append new RPO values to the existing drop-down list

• Propagate Planned Retirement Date into relevant Classifications

• Propagate Page Group High into relevant Classifications

• Propagate Page Group Low into relevant Classifications

• Propagate ISM Owner Group into relevant Classifications

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Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for

confidential treatment that has been filed with the Securities and Exchange Commission.

EXHIBIT 3

SERVICE LEVEL MANAGEMENT

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TABLE OF CONTENTS

1.0		GENERAL			3
2.0		ATTACHMENTS			3
3.0		KEY MEASUREMENTS			4
4.0		REPORTING			4
5.0		SERVICE LEVEL CREDITS			4
6.0		EXCEPTIONS			6
7.0		EARNBACK			7
8.0		CHANGES TO SERVICE LEVELS			8
8.1		Continuous Improvement			8
8.2		Additions, Deletions, and Modifications			8
8.3		Performance Standards for Additional Service Levels			9
9.0		CRITICAL DELIVERABLES			11
10.0		CRITICAL TRANSITION AND TRANSFORMATION MILESTONES			11
10.1		Critical Transition and Transformation Milestone Performance Incentives			12
10.2		Critical Transition and Transformation Milestone Evaluation Process			13

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1.0 GENERAL

Company has adopted the ITIL framework and has established Service Level management to maintain and improve IT Service quality, through a constant cycle of agreeing, monitoring and reporting upon IT Service achievements and the instigation of actions to eradicate poor service. Company has established Service Levels internally between its IT organization and its business units.

The Agreement of which this Exhibit is a part will be an integral component for the delivery of the Services by Supplier to Company and its business units.

The Service Level Performance measures and their targets that are described in the Attachments to this Exhibit 3 have been specifically designed to support the Service Levels.

The methodology set out in this Exhibit 3 will support the Service Level management cycle of agreeing, monitoring, reporting and improving the delivery of the Services to Company and its business units.

As of the Commencement Date (or as otherwise specified in this Exhibit and the Attachments to this Exhibit), Supplier shall perform the Services to which Service Levels apply so that the Service Level Performance will, in each month of the Term, meet or exceed, the Service Levels.

The achievement of the Service Levels by Supplier may require the coordinated, collaborative effort of Supplier with other Third-Party Vendors. Supplier shall provide a single point of contact for the prompt resolution of all Service Level Defaults and all failures to provide high quality Services to Company, regardless of whether the reason for such Service Level Defaults, or failure to provide high quality Services to Company, was caused by Supplier.

2.0 ATTACHMENTS

The following Attachments are provided with this Exhibit and Supplier agrees with their content:

Attachment 3-A – Service Level Matrix: This Attachment sets forth the quantitative measurements associated with Critical Service Levels, Key Measurements, and Critical Deliverables.

Attachment 3-B – Critical Service Levels and Key Measurements: This Attachment sets forth the descriptions, definitions and calculation methods of Critical Service Levels and Key Measurements.

Attachment 3-D – Service Level Outcome Examples: This Attachment provides example scenarios regarding Earnback and continuous improvement.

Attachment 3-E – Measuring Tools and Methodologies: This Attachment lists either (i) the required measuring Tool(s) and methodology associated with measuring and reporting Service Levels, or (ii) asks Supplier to describe the methodology and measuring tools that it proposes to use.

Attachment 3-F – Severity Levels: This Attachment provides a description of the various Severity Levels associated with each Tower, Performance Category, or unique Service.

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3.0 KEY MEASUREMENTS

Service Level Performance shall commence being measured by Supplier as specified in Attachment 3-A (Service Level Matrix).

Service Level Performance will be measured on a monthly basis unless otherwise specified in Attachment 3-A (Service Level Matrix).

The measuring Tools and methodologies set forth in Attachment 3-E (Measuring Tools and Methodologies) shall be used by Supplier to measure the Service Levels.

Tools for new Service Levels and Changes to Tools for existing Service Levels will be implemented in accordance with the Change Control Procedure. Company shall be financially responsible for increases in Supplier costs, resulting from Company’s addition of new Service Levels. The amount shall be determined via the Change Control Procedure. If a Tool changes, the Parties may, by written agreement, adjust the Service Level measurements as necessary to account for any increased or decreased sensitivity in the new measuring Tool. However, it is not anticipated that Changes in the monitoring Tools will drive changes in Service Levels; rather, the need to collect and accurately reflect the performance data should drive the development or Change in monitoring Tools.

If there are any Critical Service Levels for which the measuring Tools and methodologies have not been agreed upon by the Effective Date (including new Critical Service Levels) and Supplier fails to propose a measuring Tool for such Critical Service Level that is acceptable to Company prior to the date when Service Level Credits apply to such Critical Service Level, such failure shall be deemed a Minimum Service Level Default until Supplier proposes and implements an acceptable measuring Tool.

If Supplier fails to measure Service Level Performance for a Critical Service Level so that it is not possible to confirm whether the Critical Service Level has been achieved, then, unless such failure to measure was previously excused in writing by Company, the Service Level Performance for the Service Level shall be deemed to be zero point one percent (0.1%) less than the Minimum Service Level value for that Critical Service Level, and that value will be used in all Earnback calculations.

4.0 REPORTING

Supplier shall provide to Company, as part of Supplier’s Monthly Service Level Report, a set of hard- and soft-copy reports to verify Supplier’s performance and compliance with the Service Levels and, until all Critical Deliverables are received and approved by Company, the Critical Deliverables.

Supplier shall provide detailed supporting information for each report to Company in machine-readable form suitable for use on a personal computer. The data and detailed supporting information shall be Company’s Confidential Information, and Company may access such information online and in real-time, where technically feasible, at any time during the Term.

5.0 SERVICE LEVEL CREDITS

In the event of a Service Level Default, Supplier shall provide Company Service Level Credits as described below:

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1. Subject to Item 5 of this Section 5.0 and Sections 6.0 and 7.0 of this Exhibit 3, a Service Level Credit shall be payable if Supplier’s level of performance for a Critical Service Level in the current month either:

1.1. Fails to meet the applicable Expected Service Level (but does not fail to meet the applicable Minimum Service Level) and in the immediately previous eleven (11) months there have been at least three (3) other months where Supplier’s performance failed to meet such Expected Service Level (but did not fail to meet the Minimum Service Level) such that the failure is the 4th or more such failure in a rolling 12 month period (an “Expected Service Level Default”); or

1.2. Fails to meet the applicable Minimum Service Level in respect of any month (a “Minimum Service Level Default”).

2. Service Level Credits shall not apply to failures to meet Key Measurements. However, if Supplier fails to meet the applicable Minimum Service Level for a Key Measurement, Supplier shall provide Company with a written plan for improving Supplier’s performance to satisfy the Key Measurement within thirty (30) calendar days of the failure to meet such Minimum Service Level. The plan shall be subject to Company’s approval, not to be unreasonably withheld. Supplier shall promptly implement such plan once it has been approved by Company.

3. Attachment 3-A (Service Level Matrix) to this Exhibit sets forth the information required to calculate the Service Level Credit in the event of a Service Level Default. For each Service Level Default, Supplier shall pay to Company, subject to Item 5 of this Section 5.0 below, a Service Level Credit that will be computed in accordance with the following formula:

Service Level Credit = A x B x C

Where:

A = The Allocation of the Pool Percentage specified for the Performance Category in which the Service Level Default occurred as shown in Attachment 3-A (Service Level Matrix) to this Exhibit

B = The Service Level Credit Allocation Percentage for which the Service Level Default occurred as shown in Attachment 3-A (Service Level Matrix) to this Exhibit

C = The At-Risk Amount

For example, assume that Supplier fails to meet the Minimum Service Level for a Critical Service Level, Supplier’s Monthly Invoice Amount for the month in which the Service Level Default occurred was [*] and that the At-Risk Amount was [*] of the Monthly Invoice Amount.

Additionally, assume that the Allocation of Pool Percentage for the Performance Category of such Critical Service Level is [*] and that its Service Level Credit Allocation Percentage is [*]. The Service Level Credit due to Company for such Service Level Default would be computed as follows:

A = [*] (The Allocation of Pool Percentage)

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Multiplied by

B = [*] (The Service Level Credit Allocation Percentage)

Multiplied by

C = [*] of $100,000, Supplier’s Monthly Invoice Amount for the month during which the Service Level Default occurred)

= [*] (the amount of the Service Level Credit)

4. Subject to Item 5 of this Section 5.0, if more than one Service Level Default has occurred in a single month, the sum of the corresponding Service Level Credits shall be credited to Company.

5. In no event shall the amount of Service Level Credits credited to Company with respect to all Service Level Defaults occurring in a single month exceed, in total, the At-Risk Amount (as defined in Exhibit 1 (Definitions)).

6. The total amount of Service Level Credits, which Supplier shall be obliged to pay to Company, with respect to Service Level Defaults occurring each month (subject to Earnback), shall be reflected on the invoice that contains Charges for the month during which the Service Level Default(s) giving rise to such Service Level Credit(s) occurred. Although Service Level Credits shall be shown on each monthly invoice, the Service Level Credit(s) shall be payable to Company on a Contract Year basis.

7. If a single Incident results in Supplier incurring more than one Service Level Default (i.e., a Minimum Service Level Default or an Expected Service Level Default), Company shall have the right to select any one of such multiple Service Level Defaults for which it shall be entitled to receive a Service Level Credit. Company shall not be entitled to a Service Level Credit for the other Service Level Defaults.

8. Supplier acknowledges and agrees that the Service Level Credits shall not be deemed or construed to be liquidated damages or a sole and exclusive remedy or in derogation of any other rights and remedies Company has hereunder or under the Agreement.

9. In no event shall the product of Allocation of Pool Percentage and Service Level Credit Allocation Percentage exceed [*] of the At-Risk Amount, unless agreed to by Supplier.

6.0 EXCEPTIONS

1. Failure to comply with the Service Levels shall only be excused in accordance with Section 10.4 (Excused Performance) of the Agreement.

2. For purposes of calculating Actual Uptime and Availability, the Scheduled Uptime and Downtime shall not include any period of Downtime that is the result of scheduled time required to perform system maintenance (e.g., preventive maintenance, System upgrades, etc.), provided that such time has been mutually

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agreed between the Parties and is scheduled so as to minimize the impact to Company’s business. Supplier shall maintain Availability during such periods to the extent reasonably practicable.

7.0 EARNBACK

     Supplier shall have Earnback opportunities with respect to Service Level Credits as follows:

1. Within fifteen (15) business days after each Contract Year, Supplier shall provide a report to Company that will include, with respect to each Critical Service Level for which there was a Service Level Default during the preceding Contract Year, the following:

1.1. Statistics on Supplier’s average monthly performance during the preceding Contract Year;

1.2. The Yearly Performance Average; and

1.3. The total amount of Service Level Credits imposed for Service Level Defaults.

2. If, during the preceding Contract Year, Supplier achieved a Yearly Performance Average in a Critical Service Level, that was greater than, or equal to, the Expected Service Level in effect for such Critical Service Level during the preceding Contract Year, then Supplier shall be relieved from paying any Service Level Credits assessed during the preceding Contract Year for such Critical Service Level.

3. If, during the preceding Contract Year, Company deletes a Critical Service Level, then Supplier shall be relieved from paying Service Level Credits assessed during the preceding Contract Year for Service Level Defaults in that Critical Service Level.

4. If, during the preceding Contract Year, Company adds a Critical Service Level, Supplier shall calculate the Contract Year, Yearly Performance Average for such Contract Year based on twelve (12) months of data by (i) using all available performance measurements for such Contract Year, including measurements obtained during any baselining period or when the Critical Service Level had been classified as a Key Measurement; and (ii) for any months where no such data is available, substituting the Expected Service Level for the missing month’s measurement value.

5. For each Contract Year, any Service Level Credits that are not relieved via the Earnback methodology (described in this Section 7) shall be considered “Unrelieved Service Level Credits.” The monetary amounts associated with Unrelieved Service Level Credits shall be credited to Company on the monthly invoice reflecting charges for the first month of the Contract Year immediately following the Contract Year in which such Unrelieved Service Level Credits occurred, or if there shall be no further invoices, then Supplier shall pay the amount of the Unrelieved Service Level Credits to Company within fifteen (15) calendar days after the end of the last month of the Term.

Amgen & IBM Confidential E - 3 – Page 7 of 13

6. If any Contract Year is less than twelve (12) months long, or any Critical Service Level otherwise ceases to apply during any Contract Year, the foregoing process shall be undertaken with respect to such shorter Contract Year, or the portion of the Contract Year when the Service Level was in effect, as applicable.

8.0    CHANGES TO SERVICE LEVELS

8.1    Continuous Improvement

The Parties agree that the Service Levels will be subject to continuous improvement, except with respect to Service Levels that are identified in Attachment 3-A (Service Level Matrix) as being exempt from continuous improvement. Accordingly, such Service Levels shall be modified with effect from the end of each Contract Year in accordance with the following:

1. Expected Service Levels

1.1. Subject to Item 1.2 of this Section 8.1, each Expected Service Level shall be reset to [*].

1.2. In no event shall any single increase in an Expected Service Level pursuant to Item 1.1 of this Section 8.1 exceed [*] of the difference between one hundred percent (100%) and then-current Expected Service Level.

        For example [*].

2. Minimum Service Levels

2.1. Subject to Item 2.2 of this Section 8.1, each Minimum Service Level shall be reset to [*].

2.2. In no event shall any single increase in a Minimum Service Level pursuant to Item 2.1 of this Section 8.1 exceed [*] of the difference between one hundred percent (100%) and then-current Minimum Service.

        For example [*].

8.2 Additions, Deletions, and Modifications

1. Subject to the remainder of this Section 8.2 and Section 8.3, Company may, by sending written notice to Supplier at least ninety (90) calendar days prior to the effective date of the change:

1.1. Add or delete Performance Categories.

1.2. Add, modify, or delete Critical Service Level allocations between Performance Categories.

1.3. Add or delete Service Levels.

1.4. Change Service Levels from Critical Service Levels to Key Measurements or from Key Measurements to Critical Service Levels.

Amgen & IBM Confidential E - 3 – Page 8 of 13

1.5. Modify the Service Level Credit Allocation Percentages for any Critical Service Levels.

2. The addition or substitution of new Performance Categories, Critical Service Levels and Key Measurements by Company in accordance with Item 1 of this Section 8.2 shall be in order to achieve a fair, accurate, and consistent measurement of Supplier’s performance of the Services. For example, such additions or substitutions may occur in conjunction with Changes to the environment and the introduction of new Equipment or Software or means of Service delivery; provided, however, that where such Equipment or Software or such means of Service delivery is a replacement or upgrade of existing technology, there shall be a presumption of equivalent or improved performance.

3. All new Service Levels shall:

3.1. Be quantifiable, measurable and objective; and

3.2. Have an Expected Service Level and a Minimum Service Level.

4. Company may send only one notice pursuant to Item 1 of this Section 8.2 (which notice may contain multiple changes) each calendar quarter.

5. Following any change:

5.1. The sum of the Allocation of Pool Percentage for all the Performance Categories shall continue to equal the Pool Percentage Available for Allocation;

5.2. The sum of the Service Level Credit Allocation Percentages for all Critical Service Levels within each Performance Category shall equal one hundred percent (100%); and

5.3. If a Service Level Credit Allocation Percentage has not been allocated against a Critical Service Level, then the Service Level Credit Allocation Percentage for such Critical Service Level shall be zero (0).

8.3    Performance Standards for Additional Service Levels

If Company adds a Service Level in accordance with Item 1 of Section 8.2, the Expected Service Level and Minimum Service Level commitments for such Service Level shall be agreed by the Parties. Should the Parties not agree, they shall be computed as follows:

1. If at least nine (9) consecutive months of Supplier-provided Service measurements exist for a particular Service that is being performed by Supplier, then:

1.1. The Expected Service Level shall be defined as the mean of such Service Level measurements for the Nine-Month Measurement Period; and

1.2. The Minimum Service Level shall be defined as the lowest Service Level measurement achieved during the Nine-Month Measurement Period; or

2. If the nine months’ of measurements described in Item 1 of this Section 8.3 do not exist, then the Parties shall attempt in good faith to agree on an Expected Service Level and a Minimum Service Level commitment using industry-standard measures or Third-Party advisory services (for example, the Gartner Group or the Yankee Group); or

Amgen & IBM Confidential E - 3 – Page 9 of 13

3. If the nine months’ of measurements described in Item 1 of this Section 8.3 do not exist and the Parties fail to agree on Expected Service Levels or Minimum Service Levels in accordance with this Section 8.3, Item 2 above, then:

3.1. Supplier shall begin providing monthly measurements within ninety (90) calendar days after Supplier’s receipt of Company’s written request given pursuant to Item 1 of this Section 8.3, subject to agreement on such measurements in accordance with the Change Control Procedure;

3.2. After nine or more actual Service Level attainments have been measured (or should have been measured and any such missing measurements are constructed in accordance with Item 3.3 of this Section 8.3 below), Company may at any time in writing require that the Expected Service Level and Minimum Service Level commitments are established in accordance with Item 1 of this Section 8.3;

3.3. If Supplier fails to provide one (1) or more of the measurements during the Nine-Month Measurement Period to be provided in accordance with Item 3.1 of this Section 8.3, then the missing measurements shall be constructed as follows:

3.3.1. If one (1) measurement is missing, the missing measurement shall be constructed by using the highest of the eight (8) actual measurements; or

3.3.2. If two (2) or more measurements are missing, the first missing measurement shall be constructed by using the highest of the actual measurements and adding to that measurement 20% of the difference between that measurement and 100%, and each of the remaining missing measurements shall be constructed by using the highest of the actual measurements and adding to that measurement 35% of the difference between that measurement and 100%.

For example, if there were seven (7) measurements for a particular Service, and the highest of the seven (7) measurements were 95%, then the measurements for the missing two (2) months would be deemed to be 96.00% (representing 95.00% plus (20% of 5%)) and 96.75% (representing 95% plus (35% of 5%)), respectively.

3.4. If the Parties have established a Service Level using measurements constructed pursuant to Item 3.3 of this Section 8.3, the Parties agree to re-establish such Service Level after nine or more actual Service Level attainments have been measured using such actual Service Level attainments. The Service Levels established using the constructed measurement shall remain in effect until such Service Level based on actual attainments are re-established.

4. Certain calculations specified in this Exhibit assume that perfect performance of each Service Level is one hundred percent (100%). If zero percent (0%) represents perfect performance for a Service Level, then such calculations shall be modified as appropriate for that Service Level.

Amgen & IBM Confidential E - 3 – Page 10 of 13

9.0 CRITICAL DELIVERABLES

1. Certain of Supplier’s obligations under the Agreement are one-time or periodic obligations to deliver Critical Deliverables. Critical Deliverables are core components of the Services without which Company may not properly receive the benefit of the Agreement. Critical Deliverables can be one-time events; recurring events or those which may result in an amount that compounds/increases. Attachment 3-A (Service Level Matrix) to this Exhibit sets forth the Deliverable Credits that shall be payable by Supplier to Company in the event Supplier fails to deliver any of the Critical Deliverables within the time period relative to the Effective Date or Commencement Date, as applicable, specified in Attachment 3-A (Service Level Matrix) to this Exhibit, and such condition is not cured within fourteen (14) calendar days after the expected Due Date specified in Attachment 3-C. In this regard:

1.1. Supplier acknowledges and agrees that Deliverable Credits shall not be deemed or construed to be liquidated damages or a sole and exclusive remedy or in derogation of any other rights and remedies Company has hereunder or under the Agreement;

1.2. Deliverable Credits related to Transition and Transformation are for Transition or Transformation Deliverables and shall be subject to Section 3.2(A)(7) and Section 5.4(B) of the Agreement;

1.3. Deliverable Credits related to Transition and Transformation shall not be included in the calculation related to the At-Risk Amount previously described in Section 5.0, Item 3; and

1.4. Critical Deliverables are not Service Levels.

2. Supplier further recognizes that there may be occasions during the Term when additional Critical Deliverables may be required to support new or different Services. In these instances, the Parties agree to allocate a pool of monies to be the Deliverable Credits associated with these Critical Deliverables.

3. The total amount of Deliverable Credits that Supplier will be obligated to pay to Company shall be reflected on the invoice that contains Charges for each month during which the Deliverable Credits occurred (For example, the amount of Deliverable Credits payable for failure to deliver any Critical Deliverable(s) in August shall be set forth in the invoice for August charges issued in September).

4. Unlike Service Level Credits, Deliverable Credits shall be shown in each monthly invoice as an actual credit to the Charges and will not be subject to Earnback.

10.0 CRITICAL TRANSITION AND TRANSFORMATION MILESTONES

1. Certain of Supplier’s obligations under the Agreement are Critical Transition and Transformation Milestones (CTTM). CTTM are core components of the

Amgen & IBM Confidential E - 3 – Page 11 of 13

Transition and Transformation Services without which Company may not properly receive the benefit of the Agreement. CTTM are defined in Attachment 3-C and in Exhibit 22 (Transition Plan) and may result in a Critical Transition and Transformation Credits that compounds/increase or reoccur. There are two types of CTTM, Critical Transition and Transformation sub Milestones (CTTSM) and Critical Transition and Transformation major Milestones (CTTMM).

1.1. CTTSM are CTTM that are part of a Transition &Transformation (T&T) work stream that is a sub element and part of a major work stream that culminates in a CTTMM. A CTTMM work stream may have several CTTSM work streams included within it. Missed CTTSM will result in a credit as defined in Attachment 3-C.

1.2. CTTMM are major Milestones that if met, shall result in Earnback of all CTTSM credits that are sub Milestones of the CTTMM work stream.

1.3. A CTTMM without an agreed CTTSM as defined in Attachment 3-C will have CTTM credits with no Earnback capability.

1.4. Where CTTSM do not exist in Attachment 3-C, a CTTSM will be included by Supplier in the draft Transformation Plan and if approved by Company will allow for the CTTMM to Earnback.

1.5. If a CTTMM has no CTTSM, then the CTTM credit will be based on the CTTMM amount.

2. The total amount of CTTM credits that Supplier will be obligated to pay to Company shall be reflected on the invoice that contains Charges for each month during which the CTTM credits occurred (For example, the amount of CTTM credits payable for failure to deliver any CTTM(s) in August shall be set forth in the invoice for August charges issued in September).

3. CTTM credits shall be shown in each monthly invoice as an actual credit to the charges as they occur. If a CTTMM is met and results in Earnback of CTTSM CTTM credits previously paid, such amount will be set forth as an Earnback charge in the invoice that occurs after the CTTMM has been achieved.

4. All credits referred to herein fall within the definitions of Transition Milestone Credits or Transformation Milestone Credits (as defined in the Agreement) as applicable.

10.1 Critical Transition and Transformation Milestone Performance Incentives

1. Supplier will have the opportunity to achieve Performance Incentive payments for exceeding performance criteria for a CTTMM. If the Acceptance Criteria has been met as scheduled and is on time for a CTTMM without any CTTSM Credit occurrences within that work stream Supplier will receive the Performance Incentive in accordance with Exhibit 4, Attachment 4-A (Supplier Pricing Forms). If Supplier misses Acceptance by one or more weeks the Performance Incentive will be reduced in accordance with Exhibit 4, Attachment 4-A (Supplier Pricing Forms) as well.

Amgen & IBM Confidential E - 3 – Page 12 of 13

2. Supplier may receive a performance incentive if the Acceptance Criteria has been met as scheduled and on time for a CTTMM with CTTSM credit occurrences (missed CTTSM) within that work stream at Company’s sole discretion. If Company determines to pay a performance incentive in this case the amount of the performance incentive will be at the sole discretion of the Company.

3. Supplier will not receive performance incentive if the Acceptance Criteria has been missed as scheduled and on time for more than thirty percent (30%) of the total CTTSM for all work streams. Performance incentives that have been paid prior to that point they will remain in effect.

10.2 Critical Transition and Transformation Milestone Evaluation Process

1. Company and Supplier will conduct monthly reviews to assess CTTM, both CTTMM and CTTSM, and CTTM incentive criteria. The purpose of this review is to determine the CTTM met and any amount of performance incentives to be paid, if any. Results of this review will be reported and included in the monthly management committee meetings.

Amgen & IBM Confidential E - 3 – Page 13 of 13

Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.

Attachement 3-A Service Level Matrix

Attachment to Exhibit 3 (Service Level Management)

AMGEN IBM CONFIDENTIAL Page 1

Critical Service Levels
Total Supplier At Risk—Expressed in term of percentage of the Monthly Charge					[*]	%
At-Risk Pool Percentage Available For Allocation—Expressed as a percentage of the At-Risk Amount					[*]	%
At-Risk Pool Available Unallocated —Expressed as percentage of the Pool not Allocated					10	%

EXPLANATORY NOTE: This matrix shall cease to apply upon the Amendment No 7 Effective Date.

Attach. 3-B

Section Reference

Allocation of Pool Percentage

[*]%

Measurement

% of

Continuous

1.1.1

Service Desk—Performance Category

CD + months**

Expected

Minimum

Window

Allocation*

Invoice

Improvement

1.1.1.1

Average Speed to Answer (In seconds)

0

[*]

[*]

Monthly

25.0%

[*]%

Exempt

1.1.1.2

Authorized User Satisfaction Rating

0

[*]

[*]

Monthly

50.0%

[*]%

13

[*]

[*]

1.1.1.3

Resolution of Resolvable Incidents/Requests by the Service Desk

9

[*]%

[*]%

Monthly

0.0%

[*]%

1.1.1.4

Ticket Mishandling—Service Desk

0

[*]%

[*]%

Monthly

15.0%

[*]%

1.1.1.5

Call abandon rate—Service Desk

0

[*]%

[*]%

Monthly

10.0%

[*]%

Exempt

100.0%

Allocation of Pool Percentage

[

*]%

Measurement

% of

1.1.2

Service Desk Responsiveness—Performance Category

CD + months**

Expected

Minimum

Window

Allocation*

Invoice

1.1.2.1

GERP Desk percentage of incidents resolved

11

[*]%

[*]%

Monthly

50.0%

[*]%

Exempt

1.1.2.2

Field Desk percentage of incident resolved

13

[*]%

[*]%

Monthly

50.0%

[*]%

Exempt

Allocation of Pool Percentage (Need to change)

[

*]%

Measurement

% of

1.2

Change Management—Performance Category

CD + months**

Allocation*

Invoice

1.2.1

Change SOP Compliance (Implement to Close)

9

[*]%

[*]%

Monthly

100.0%

[*]%

Allocation of Pool Percentage

[

*]%

Measurement

% of

1.3

Asset Management—Performance Category

CD + months**

Expected

Minimum

Window

Allocation*

Invoice

1.3.1

Equipment Inventory Accuracy

12

[*]%

[*]%

Quarterly

25.0%

[*]%

1.3.2

Software Inventory Accuracy

12

[*]%

[*]%

Quarterly

25.0%

[*]%

1.3.3

Accuracy of Configuration Database Information

12

[*]%

[*]%

Quarterly

50.0%

[*]%

Allocation of Pool Percentage

10

%

Measurement

% of

1.4

Request Fulfillment—Performance Category

CD + months**

Expected

Minimum*

Window

Allocation*

Invoice

1.4.1

Request Fulfillment

9

[*]%

[*]%

Monthly

100.0%

[*]%

Allocation of Pool Percentage

[

*]%

Measurement

% of

1.5

Incident and Problem Management—Performance Category

CD + months**

Expected

Minimum

Window

Allocation*

Invoice

1.5.1

Time to Resolve Severity Level 1 Incident

12

[*]%

[*]%

Monthly

25.0%

[*]%

Expected: Percentage of Incidents resolved within 2 hours

[*]%

Minimum: Average time to resolve Incidents***

[*] [*] [*] [*]

1.5.2

Time to Resolve Severity Level 2 Incident

12

[*]%

[*]%

Monthly

10.0%

[*]%

1.5.3

Problem Reviews completed within 30 days

3

[*]%

[*]%

Monthly

10.0%

[*]%

1.5.4

Number of High Impact Major Incidents per month

12

[*]

[*]

Monthly

20.0%

[*]%

1.5.5

Total duration of High Impact Major Incidents per month (hours)

12

[*]

[*]

Monthly

35.0%

[*]%

100.0%

Allocation of Pool Percentage

[*]% Expected

Measurement Window

% of Invoice

1.6

Applications Hosting Availability—Performance Category

CD + months**

Minimum

Allocation*

1.6.1

Critical Operating Instance Availability

0

[*

]%

[*

]%

Monthly

13.3

%

[*

]%

1.6.2

High Operating Instance Availability

0

[*

]%

[*

]%

Monthly

16.0

%

[*

]%

[*]%

1.6.3

Standard Operating Instance Availability

0

[*

]%

[*

]%

Monthly

6.0

%

[*

]%

1.6.4

Critical Database Availability

9

[*

]%

[*

]%

Monthly

13.3

%

[*

]%

1.6.5

High Database Availability

9

[*

]%

[*

]%

Monthly

16.0

%

[*

]%

[*]%

1.6.6

Standard Database Availability

9

[*

]%

[*

]%

Monthly

6.0

%

[*

]%

1.6.7

Critical Storage Availability

0

[*

]%

[*

]%

Monthly

12.5

%

[*

]%

1.6.8

High Storage Availability

0

[*

]%

[*

]%

Monthly

10.0

%

[*

]%

[*]%

1.6.9

Standard Storage Availability

0

[*

]%

[*

]%

Monthly

7.0

%

[*

]%

100.0

%

Allocation of Pool Percentage

[*]% 35

Measurement Window

% of Invoice

1.7

Data Network Services—Performance Category

CD + months**

Minimum

Allocation*

1.7.1.1

GWAN Router to Router Availability—Site Type A

9

[*

]%

[*

]%

Monthly

35.0

%

[*

]%

Exempt

1.7.1.2

GWAN Router to Router Availability—Site Type B

9

[*

]%

[*

]%

Monthly

20.0

%

[*

]%

1.7.1.3

GWAN Router to Router Availability—Site Type C

9

[*

]%

[*

]%

Monthly

5.0

%

[*

]%

1.7.1.4

GWAN Router to Router Availability—Site Type D

9

[*

]%

[*

]%

Monthly

2.0

%

[*

]%

1.7.2

Remote Access (VPN) Availability Per POP

9

[*

]%

[*

]%

Monthly

5.0

%

[*

]%

1.7.3

Internet Service Availability

9

[*

]%

[*

]%

Monthly

5.0

%

[*

]%

1.7.4

Global Remote Access Service Availability

9

[*

]%

[*

]%

Monthly

5.0

%

[*

]%

1.7.5

B2B IPSEC Service Availability

9

[*

]%

[*

]%

Monthly

8.0

%

[*

]%

1.7.6

WAN Optimization Service Availability

9

[*

]%

[*

]%

Monthly

3.0

%

[*

]%

1.7.7

Internet Content Service (URL and Category Filters) Availability

9

[*

]%

[*

]%

Monthly

5.0

%

[*

]%

1.7.8

Wireless Service Availability

9

[*

]%

[*

]%

Monthly

2.0

%

[*

]%

1.7.9

Network Response Time (Defined in MPLS 3rd Prty contract and varies by site)

9

[*

]%

[*

]%

Monthly

5.0

%

[*

]%

100.0

%

Allocation of Pool Percentage

[*]% Expected

Measurement Window

% of Invoice

1.8

Voice Network Services—Performance Category

CD + months**

Minimum

Allocation*

1.8.1

Main Switching Node Availability

0

[*

]%

[*

]%

Monthly

50.0

%

[*

]%

1.8.2

Remote Switching Node/Shelves Availability

0

[*

]%

[*

]%

Monthly

50.0

%

[*

]%

Allocation of Pool Percentage

[*]% Expected

Measurement Window

% of Invoice

1.9

Messaging Services—Performance Category

CD + months**

Minimum

Allocation*

1.9.1

Messaging Service Availability (e-mail, IM, Unified Messaging, fax)

0

[*

]%

[*

]%

Monthly

100.0

%

[*

]%

Allocation of Pool Percentage

[*]% Expected

Measurement Window

% of Invoice

1.10

Reporting Services—Performance Category

CD + months**

Minimum

Allocation*

1.10.1

All critical reports delivered on schedule

3

[*

]%

[*

]%

Monthly

100.0

%

[*

]%

Exempt

TOTAL

[*

]%

Notes:

* Service Level Credit Allocation Percentage

** Number of Months after the Commencement Date when Supplier is responsible for Service Level performance and Service Level Credits due for Service Level Default

*** The monthly Minimum resolution time will be determined by calculating the average in minutes of all of the Severity Level 1 Incidents

Critical Service Levels
Total Supplier At Risk—Expressed in term of percentage of the Monthly Charge			[	*]%
At-Risk Pool Percentage Available For Allocation—Expressed as a percentage of the At-Risk Amount			[	*]%
At-Risk Pool Available Unallocated —   Expressed as percentage of the Pool not Allocated			0	%

EXPLANATORY NOTE: This matrix shall apply from Amendment No 7 Effective Date through the AHS Commencement Date

Attach. 3-B Section Reference

Allocation of Pool Percentage

[*]%

Measurement Window

Allocation*

% of Invoice

Continuous Improvement

1.1.1

Service Desk—Performance Category

Expected

Minimum

1.1.1.1

Average Speed to Answer (In seconds)

[*]

[*]

Monthly

10.00%

[*]%

Exempt

1.1.1.2

Authorized User Satisfaction Rating

[*]

[*]

Monthly

35.00%

[*]%

1.1.1.3

Resolution of Resolvable Incidents/Requests by the Service Desk

[*]%

[*]%

Monthly

35.00%

[*]%

1.1.1.4

Ticket Mishandling—Service Desk

[*]%

[*]%

Monthly

10.00%

[*]%

1.1.1.5

Call abandon rate—Service Desk

[*]%

[*]%

Monthly

10.00%

[*]%

Exempt

100.0%

[*]%

Allocation of Pool Percentage

[*]%

Minimum

Measurement Window

Allocation*

% of Invoice

1.1.2

Service Desk Responsiveness—Performance Category

Expected

1.1.2.1

GERP Desk percentage of incidents resolved

[*]%

[*]%

Monthly

50.0%

[*]%

1.1.2.2

Field Desk percentage of incident resolved

[*]%

[*]%

Monthly

50.0%

[*]%

Exempt

Allocation of Pool Percentage

[*]%

Measurement

Allocation*

% of Invoice

1.2

Change Management—Performance Category

1.2.1

Change SOP Compliance (Implement to Close)

[*]%

[*]%

Monthly

100.0%

[*]%

Allocation of Pool Percentage

[*]%

Measurement Window

Allocation*

% of Invoice

1.3

Asset Management—Performance Category

Expected

Minimum

1.3.1

1.3.2

1.3.3

Allocation of Pool Percentage

[*]%

Minimum*

Measurement Window

Allocation*

% of Invoice

1.4

Request Fulfillment—Performance Category

Expected

1.4.1

Request Fulfillment

[*]%

[*]%

Monthly

100.0%

[*]%

Allocation of Pool Percentage

[*]%

Minimum

Measurement Window

Allocation*

% of Invoice

1.5

Incident and Problem Management—Performance Category

Expected

1.5.1

Time to Resolve Severity Level 1 Incident

Monthly

25.0%

[*]%

Expected: Percentage of Incidents resolved within 2 hours

[*]%

Minimum: Average time to resolve Incidents***

[*] [*] [*] [*]

1.5.2

Time to Resolve Severity Level 2 Incident

[*]%

[*]%

Monthly

10.0%

[*]%

1.5.3

Problem Reviews completed within 30 days

[*]%

[*]%

Monthly

10.0%

[*]%

1.5.4

Number of High Impact Major Incidents per month

[*]

[*]

Monthly

20.0%

[*]%

1.5.5

Total duration of High Impact Major Incidents per month (hours)

[*]

[*]

Monthly

35.0%

[*]%

100.0%

1.6

Allocation of Pool Percentage Applications Hosting Availability—Performance Category

[*]% Expected

Minimum

Measurement Window

Allocation*

% of Invoice

1.6.1

1.6.2

1.6.3

1.6.4.1

Critical Application Hosting Database Availability

9

[*]%

[*]%

Monthly

20.0%

[*]%

1.6.4.2

High Application Hosting Database Availability

9

[*]%

[*]%

Monthly

20.0%

[*]%

1.6.4.3

Standard Application Hosting Database Availability

9

[*]%

[*]%

Monthly

15.0%

[*]%

1.6.5.1

Critical Application Hosting Storage Availability

0

[*]%

[*]%

Monthly

15.0%

[*]%

1.6.5.2

High Application Hosting Storage Availability

0

[*]%

[*]%

Monthly

15.0%

[*]%

1.6.5.3

Standard Application Hosting Storage Availability

0

[*]%

[*]%

Monthly

15.0%

[*]%

100.0%

1.7

Allocation of Pool Percentage Data Network Services—Performance Category

CD + months**

[*]% Expected ****

Minimum ****

Measurement Window

Allocation*

% of Invoice

1.7.1.1

GWAN Router to Router Availability—Site Type A

9

[*]%

[*]%

Monthly

5.0%

[*]%

Exempt

1.7.1.2

GWAN Router to Router Availability—Site Type B

9

[*]%

[*]%

Monthly

5.0%

[*]%

1.7.1.3

GWAN Router to Router Availability—Site Type C

9

[*]%

[*]%

Monthly

5.0%

[*]%

1.7.1.4

GWAN Router to Router Availability—Site Type D

9

[*]%

[*]%

Monthly

5.0%

[*]%

1.7.2

Remote Access (VPN) Availability Per POP

9

[*]%

[*]%

Monthly

10.0%

[*]%

1.7.3

Internet Service Availability

9

[*]%

[*]%

Monthly

10.0%

[*]%

1.7.4

Global Remote Access Service Availability

9

[*]%

[*]%

Monthly

15.0%

[*]%

1.7.5

B2B IPSEC Service Availability

9

[*]%

[*]%

Monthly

10.0%

[*]%

1.7.6

WAN Optimization Service Availability

9

[*]%

[*]%

Monthly

10.0%

[*]%

1.7.7

Internet Content Service (URL and Category Filters) Availability

9

[*]%

[*]%

Monthly

10.0%

[*]%

1.7.8

Wireless Service Availability

9

[*]%

[*]%

Monthly

15.0%

[*]%

1.7.9

Network Response Time (Defined in MPLS 3rd Prty contract and varies by site)

9

[*]%

[*]%

Monthly

0.0%

[*]%

100.0%

1.8

Allocation of Pool Percentage Voice Network Services—Performance Category

[*]% Expected

Minimum

Measurement Window

Allocation*

% of Invoice

1.8.1

1.8.2

1.9

Allocation of Pool Percentage Messaging Services—Performance Category

[*]% Expected

Minimum

Measurement Window

Allocation*

% of Invoice

1.9.1

1.10

Allocation of Pool Percentage Reporting Services—Performance Category

CD + months**

[*]% Expected

Minimum

Measurement Window

Allocation*

% of Invoice

1.10.1

All critical reports delivered on schedule

3

[*]%

[*]%

Monthly

100.0%

[*]%

Exempt

TOTAL

[*]%

Notes:

* Service Level Credit Allocation Percentage

** Number of Months after the Commencement Date when Supplier is responsible for Service Level performance and Service Level Credits due for Service Level Default

*** The monthly Minimum resolution time will be determined by calculating the average in minutes of all of the Severity Level 1 Incidents

Critical Service Levels
Total Supplier At Risk—Expressed in term of percentage of the Monthly Charge			[*]	%
At-Risk Pool Percentage Available For Allocation—Expressed as a percentage of the At-Risk Amount			[*]	%
At-Risk Pool Available Unallocated —   Expressed as percentage of the Pool not Allocated			0	%
EXPLANATORY NOTE: This matrix shall apply following the AHS Commencement Date

Attach. 3-B Section Reference

Allocation of Pool Percentage

[*]%

Minimum

Measurement Window

Allocation*

% of Invoice

Continuous

1.1.1

Service Desk—Performance Category

Expected

Improvement

1.1.1.1

Average Speed to Answer (In seconds)

[*]

[*]

Monthly

10.0%

[*]%

Exempt

1.1.1.2

Authorized User Satisfaction Rating

[*]

[*]

Monthly

35.0%

[*]%

1.1.1.3

Resolution of Resolvable Incidents/Requests by the Service Desk

[*]%

[*]%

Monthly

35.0%

[*]%

1.1.1.4

Ticket Mishandling—Service Desk

[*]%

[*]%

Monthly

10.0%

[*]%

1.1.1.5

Call abandon rate—Service Desk

[*]%

[*]%

Monthly

10.0%

[*]%

Exempt

100.0%

Allocation of Pool Percentage

[*]%

Minimum

Measurement Window

Allocation*

% of Invoice

1.1.2

Service Desk Responsiveness—Performance Category

Expected

1.1.2.1

GERP Desk percentage of incidents resolved

[*]%

[*]%

Monthly

50.0%

[*]%

1.1.2.2

Field Desk percentage of incident resolved

[*]%

[*]%

Monthly

50.0%

[*]%

Exempt

Allocation of Pool Percentage

[*]%

Measurement

Allocation*

% of Invoice

1.2

Change Management—Performance Category

1.2.1

Change SOP Compliance (Implement to Close)

[*]%

[*]%

Monthly

100.0%

[*]%

Allocation of Pool Percentage

[*]%

Minimum

Measurement Window

Allocation*

% of Invoice

1.3

Asset Management—Performance Category

Expected

1.3.1

1.3.2

1.3.3

Allocation of Pool Percentage

[*]%

Minimum*

Measurement Window

Allocation*

% of Invoice

1.4

Request Fulfillment—Performance Category

Expected

1.4.1

Request Fulfillment

[*]%

[*]%

Monthly

100.0%

[*]%

Allocation of Pool Percentage

[*]%

Minimum

Measurement Window

Allocation*

% of Invoice

1.5

Incident and Problem Management—Performance Category

Expected

1.5.1

Time to Resolve Severity Level 1 Incident

[*]%

[*]%

Monthly

25.0%

[*]%

Expected: Percentage of Incidents resolved within 2 hours

[*]%

Minimum: Average time to resolve Incidents***

[*]% [*]% [*]% [*]%

1.5.2

Time to Resolve Severity Level 2 Incident

[*]%

[*]%

Monthly

20.0%

[*]

1.5.3

Problem Reviews completed within 30 days

[*]%

[*]%

Monthly

10.0%

[*]%

1.5.4

Number of High Impact Major Incidents per month

[*]

[*]

Monthly

20.0%

[*]

1.5.5

Total duration of High Impact Major Incidents per month (hours)

[*]

[*]

Monthly

25.0%

[*]

100.0%

Allocation of Pool Percentage

[*]%

Minimum

Measurement Window

Allocation*

% of Invoice

1.6

Applications Hosting Availability—Performance Category

Expected

1.6.1

1.6.2

1.6.3

1.6.4.1

1.6.4.2

1.6.4.3

1.6.5.1

1.6.5.2

1.6.5.3

Allocation of Pool Percentage

[*]% Expected ****

Minimum ****

Measurement Window

0.0% Allocation*

% of Invoice

1.7

Data Network Services—Performance Category

CD + months**

1.7.1.1

GWAN Router to Router Availability—Site Type A

9

[*]%

[*]%

Monthly

5.0%

[*]%

Exempt

1.7.1.2

GWAN Router to Router Availability—Site Type B

9

[*]%

[*]%

Monthly

5.0%

[*]%

1.7.1.3

GWAN Router to Router Availability—Site Type C

9

[*]%

[*]%

Monthly

5.0%

[*]%

1.7.1.4

GWAN Router to Router Availability—Site Type D

9

[*]%

[*]%

Monthly

5.0%

[*]%

1.7.2

Remote Access (VPN) Availability Per POP

9

[*]%

[*]%

Monthly

10.0%

[*]%

1.7.3

Internet Service Availability

9

[*]%

[*]%

Monthly

10.0%

[*]%

1.7.4

Global Remote Access Service Availability

9

[*]%

[*]%

Monthly

15.0%

[*]%

1.7.5

B2B IPSEC Service Availability

9

[*]%

[*]%

Monthly

10.0%

[*]%

1.7.6

WAN Optimization Service Availability

9

[*]%

[*]%

Monthly

10.0%

[*]%

1.7.7

Internet Content Service (URL and Category Filters) Availability

9

[*]%

[*]%

Monthly

10.0%

[*]%

1.7.8

Wireless Service Availability

9

[*]%

[*]%

Monthly

15.0%

[*]%

1.7.9

Network Response Time (Defined in MPLS 3rd Prty contract and varies by site)

9

[*]%

[*]%

Monthly

0.0%

[*]%

100.0%

Allocation of Pool Percentage

[*]% Expected

Minimum

Measurement Window

Allocation*

% of Invoice

1.8

Voice Network Services—Performance Category

1.8.1

1.8.2

Allocation of Pool Percentage

[*]% Expected

Minimum

Measurement Window

Allocation*

% of Invoice

1.9

Messaging Services—Performance Category

1.9.1

Allocation of Pool Percentage

CD + months**

[*]% Expected

Minimum

Measurement Window

Allocation*

% of Invoice

1.10

Reporting Services—Performance Category

1.10.1

All critical reports delivered on schedule

3

[*]%

[*]%

Monthly

100.0%

[*]%

Exempt

TOTAL

[*]%

Notes:

* Service Level Credit Allocation Percentage

** Number of Months after the Commencement Date when Supplier is responsible for Service Level performance and Service Level Credits due for Service Level Default

*** The monthly Minimum resolution time will be determined by calculating the average in minutes of all of the Severity Level 1 Incidents

**** Percentage/Values for purposes of calculating annual Continous Improvement will be based on 2 decimel places, while 3 decimel places will be used for monthly reporting purposes.

Key Measurements Amend Date

Attach. 3- B

Section Reference

Company Notes

2.1

Service Desk—Performance Category

CD + months**

Expected ***

Minimum ***

Measurement Window

Continuous Improvement

2.1.1

Intentionally Left Blank

2.1.2

Tickets Closed, yet were not resolved

9

[*]%

[*]%

Monthly

2.1.3

Average speed to create ticket from electronic submission

0

[*]

[*]

Monthly

Exempt

2.1.4

First call fix within agreed Service Levels

6

[*]%

[*]%

Monthly

2.1.5

Calls answered within 60 seconds

0

[*]%

[*]%

Monthly

Exempt

2.1.6

Calls answered within 120 seconds

0

[*]%

[*]%

Monthly

Exempt

2.2

Service Management—Performance Category

CD + months**

Expected

Minimum

Measurement Window

2.2.1

Problem Reviews completed within 60 days

3

[*]%

[*]%

Monthly

2.2.2

2.3

Request Fulfillment—Performance Category

Expected

Minimum

Measurement Window

2.3.1

2.3.2

Request Fulfillment—End User Services

[*]%

[*]%

Monthly

2.4

Incident Response and Resolution— Performance Category

Expected

Minimum

Measurement Window

2.4.1

Incident Response within Service Levels

[*]%

[*]%

Monthly

2.4.2

Incident Resolution—Severity 3 < 36 hours

[*]%

[*]%

Monthly

2.4.3

Incident Resolution—Severity 4 < 7 days

[*]%

[*]%

Monthly

2.4.4

Incident Resolution—Severity 5 < 30 days

[*]%

[*]%

Monthly

2.4.5

Open Incidents in breach of Service Levels

[*]%

[*]%

Monthly

2.5

Availability—Performance Category

CD + months**

Expected

Minimum

Measurement Window

2.5.1

2.5.2

2.5.3

2.5.4

AMGEN CONFIDENTIAL Page 9

2.6

Release Deployment—Performance Category

Expected

Minimum

Measurement Window

2.6.1

Virus DAT File Release High but Non-Critical<24 hour

9

[*]%

[*]%

Monthly

2.6.2

Virus Software Engine Update (Same as DAT Files)

9

[*]%

[*]%

Monthly

2.6.3

Releases Closed On-Time

[*]%

[*]%

Monthly

2.6.4

Release without Error

[*]%

[*]%

Monthly

2.6.5

Critical Service Scheduled Downtime (Hours)

[*]

[*]

Monthly

Measurement Window

2.70

Data Network Services—Performance Category

CD + months**

Expected ***

Minimum ***

2.7.1

Access Link Availability (Access Router to Nodal Router)

9

[*]%

[*]%

Monthly

Exempt

2.7.2

Backbone Link Availability

9

[*]%

[*]%

Monthly

Exempt

2.7.3

Equipment MTTR (Mean Time To Restore)—All Locations

9

[*]

[*]

Monthly

Exempt

2.7.4

Device Authentication Authorization & Accounting (AAA) Availability

9

[*]%

[*]%

Monthly

2.7.5

Load Balancing Network Availability

9

[*]%

[*]%

Monthly

Exempt

Measurement Window

2.8

Voice Network Services—Performance Category

Expected

Minimum

2.8.1

2.8.2

2.8.3

2.8.4

2.8.5

2.8.6

Measurement Window

2.9

Video Services—Performance Category

CD + months**

Expected

Minimum

2.9.1

Average Speed of Answer—York Help Desk

9

[*]

[*]

Monthly

Exempt

2.9.2

Accuracy of start time for videoconferences

9

[*]%

[*]%

Monthly

Exempt

2.9.3

Performance of videoconference complete without disruptions (within York control).

9

[*]%

[*]%

Monthly

Exempt

2.9.4

Reservation confirmation (through Outlook or email within 2 hour).

9

[*]%

[*]%

Monthly

Exempt

Measurement Window

2.10

Budget and Project Management Metrics—Performance Category

Expected ***

Minimum ***

2.10.1

Implementations Delivered On-Time

6

[*]%

[*]%

Monthly

2.10.2

Milestones Delivered On-Time

6

[*]%

[*]%

Monthly

2.10.3

Estimation Accuracy – Schedule Estimate to Actual Variance

6

[*]%

[*]%

Monthly

2.10.4

Projects Delivered to Budget [(Within +/-10%)]

6

[*]%

[*]%

Monthly

2.11

IS Operations Communications

CD + months**

Expected

Minimum

Window

2.11.1

2.11.2

Notes:

** Number of months after the Commencement Date when the Supplier is responsible for Service Level

performance and Service Level Credits due for Service Level Default

*** Percentage/Values for purposes of calculating annual Continous Improvement will be based on 2 decimel places, while 3 decimel places will be used for monthly reporting purposes.

AMGEN CONFIDENTIAL Page 10

Attachment 3-B

Critical Service Levels and Key Measurements

Attachment to Exhibit 3 (Service Level Management)

Amgen & IBM Confidential Page 1 of 19

Table of Contents

1.0 INTRODUCTION			4
1.1. PERFORMANCE CATEGORIES—SERVICE DESK AND SERVICE DESK RESPONSIVENESS			4
1.1.1. Service Desk Performance Category			4
1.1.1.1. Average Speed to Answer (In seconds)			4
1.1.1.2. Authorized User Satisfaction Rating			4
1.1.1.3. Resolution of Resolvable Incidents/Requests by the Service Desk			4
1.1.1.4. Ticket Mishandling—Service Desk			4
1.1.1.5. Call abandon rate—Service Desk			5
1.1.2. SERVICE DESK RESPONSIVENESS PERFORMANCE CATEGORY			5
1.1.2.1. GERP Resolution of Resolvable Incidents/Requests by the Service Desk			5
1.1.2.2. Field Desk Percentage of Incidents Resolved			5
1.2. PERFORMANCE CATEGORY—CHANGE MANAGEMENT			6
1.2.1. Change SOP Compliance (Implement to Close)			6
1.3. INTENTIONALLY OMITTED			6
1.4. PERFORMANCE CATEGORY—REQUEST FULFILLMENT			6
1.4.1. Request Fulfillment			6
1.5. PERFORMANCE CATEGORY—INCIDENT AND PROBLEM MANAGEMENT			6
1.5.1. Time to Resolve Severity Level 1 Incident			6
1.5.2. Time to Resolve Severity Level 2 Incident			6
1.5.3. Problem Reviews completed within 30 days			7
1.5.4. Number of Severity Level 1 Incidents per Month			7
1.5.5. Total duration of Severity Level 1 Incidents per Month (hours)			7
1.6. PERFORMANCE CATEGORY—APPLICATIONS HOSTING AVAILABILITY			7
1.6.1. Intentionally Omitted			7
1.6.2. Intentionally Omitted			7
1.6.3. Intentionally Omitted			7
1.6.4. Database Availability			8
1.6.4.1. Critical Database Availability			8
1.6.4.2. High Database Availability			8
1.6.4.3. Standard Database Availability			9
1.6.5. Storage Availability			9
1.6.5.1. Critical Storage Availability			9
1.6.5.2. High Storage Availability			9
1.6.5.3. Standard Storage Availability			10
1.7. PERFORMANCE CATEGORY—DATA NETWORK SERVICES			10
1.7.1. GWAN Router to Router Availability			10
1.7.1.1. GWAN Router to Router Availability Site Type A			11
1.7.1.2. GWAN Router to Router Availability Site Type B			11
1.7.1.3. GWAN Router to Router Availability Site Type C			11
1.7.1.4. GWAN Router to Router Availability Site Type D			11
1.7.2. Remote Access (VPN) Availability Per POP			11
1.7.3. Internet Service Availability			12
1.7.4. Global Remote Access Service Availability			12
1.7.5. B2B IPSEC Service Availability			12
1.7.6. WAN Optimization Service Availability			12
1.7.7. Internet Content Service (URL and Category Filters) Availability			12
1.7.8. Wireless Service Availability			13
1.7.9. Network Response Time			13
1.8. INTENTIONALLY OMITTED			13
1.9. INTENTIONALLY OMITTED			13
1.10. PERFORMANCE CATEGORY—REPORTING SERVICES			13
1.10.1. All critical Reports delivered on schedule			13
2.0 KEY MEASUREMENTS			14
2.1 PERFORMANCE CATEGORY—SERVICE DESK			14
2.1.1 Intentionally Omitted			14

Amgen & IBM Confidential Page 2 of 19

2.1.2 Tickets Closed, yet were not Resolved			14
2.1.3 Average speed to create ticket from electronic submission			14
2.1.4 First call fix within agreed Service Level			14
2.1.5 Calls answered within 60 seconds			14
2.1.6 Calls answered within 120 seconds			14
2.2 PERFORMANCE CATEGORY—SERVICE MANAGEMENT			14
2.2.1 Problem Reviews completed within 60 days			14
2.2.2 Intentionally Omitted			15
2.3 PERFORMANCE CATEGORY—REQUEST FULFILLMENT			15
2.3.1 Intentionally Omitted			15
2.3.2 Request Fulfillment—End User Services			15
2.4 PERFORMANCE CATEGORY—INCIDENT RESPONSE AND RESOLUTION			15
2.4.1 Incident Response within Service Level			15
2.4.2 Incident Resolution —Severity Level 3			15
2.4.3 Incident Resolution —Severity Level 4			15
2.4.4 Incident Resolution —Severity Level 5			15
2.4.5 Open Incidents in breach of Service Level			15
2.5 INTENTIONALLY OMITTED			15
2.6 PERFORMANCE CATEGORY—RELEASE DEPLOYMENT			16
2.6.1 Virus DAT File Release High but Non-Critical less then 24 hour			16
2.6.2 Virus Software Engine Update (same as DAT files)			16
2.6.3 Software Updates Current and Completed Releases Closed On-Time			16
2.6.4 Release without Error			16
2.6.5 Critical Service Scheduled Downtime (Hours)			16
2.7 PERFORMANCE CATEGORY—DATA NETWORK SERVICES			16
2.7.1 Access Link Availability (Access Router to Nodal Router)			16
2.7.2 Backbone Link Availability			17
2.7.3 Equipment MTTR (Mean Time To Restore)—All Locations			17
2.7.4 Device Authentication Authorization & Accounting (AAA) Availability			17
2.7.5 Load Balancing Network Availability			17
2.8 INTENTIONALLY OMITTED			17
2.9 PERFORMANCE CATEGORY—VIDEO SERVICES			17
2.9.1 Average Speed of Answer (AV)—Help Desk			17
2.9.2 Accuracy of Start Time for Videoconferences			18
2.9.3 Performance of Videoconference Completed Without Disruptions			18
2.9.4 Videoconference Reservation Confirmation			18
2.10 PERFORMANCE CATEGORY—BUDGET AND PROJECT MANAGEMENT METRICS			18
2.10.1 Implementations Delivered On-Time			18
2.10.2 Milestones Delivered On-Time			18
2.10.3 Estimation Accuracy—Schedule Estimate to Actual Variance			19
2.10.4 Projects Delivered to Budget [(Within +/-10%)]			19
2.11 INTENTIONALLY OMITTED			19

Amgen & IBM Confidential Page 3 of 19

1.0   INTRODUCTION

This Section sets forth qualitative descriptions of the Critical Service Levels. The numerical Minimum Service Levels, Expected Service Levels and commencement of obligations associated with such Critical Service Levels are set forth in Attachment 3-A (Service Level Matrix) to Exhibit 3 (Service Level Management).

1.1. Performance Categories – Service Desk and Service Desk Responsiveness

1.1.1. Service Desk Performance Category

1.1.1.1. Average Speed to Answer (In seconds)

The average amount of elapsed time from the point that the caller selects to speak to an agent at the Service Desk queue until a Service Desk technician answers the Call.

The monthly average speed to answer Service Level shall be calculated by taking the sum of the amount of elapsed time to answer for each Call, for the applicable month, and dividing it by the total number of Calls answered in that month.

1.1.1.2. Authorized User Satisfaction Rating

The rating of user satisfaction as obtained from Authorized User survey questions responded to by recent callers to the Service Desk regarding the Services received.

The monthly Company satisfaction Service Level shall be calculated by taking the mean average of the rating performance for all Calls surveyed in the applicable month.

1.1.1.3. Resolution of Resolvable Incidents/Requests by the Service Desk

The resolution measure occurs when the Service Desk resolvable Incident has been resolved and communicated to the Authorized User or the Service Desk resolvable Service Request has been completed and confirmed by the Authorized User, in each case without escalation beyond the Service Desk. A resolvable Incident/Service Request is one that has been pre-defined to be resolvable by the Service Desk as well as approved by Company.

The monthly Service Levels shall be calculated by measuring the number of resolvable Incidents and Service Requests actually resolved by the Service Desk and dividing it by the total number of resolvable Incidents and Service Requests that were received by the Service Desk (in each case during the applicable month).

1.1.1.4. Ticket Mishandling—Service Desk

An Incident or Service Request as identified as not being managed correctly by the Service Desk analysts. Reason may include: process not followed, incorrectly assigned, incorrect or insufficient data collected, analyst error or similar reasons. Tickets may be identified by Lexxx 0 Xupport or Level 3 Support staff, Company Service managers or other Authorized Users

Amgen & IBM Confidential Page 4 of 19

1.1.1.5. Call abandon rate—Service Desk

The monthly Call abandon rate Service Level shall be calculated by taking the total number of Calls coded as “Call Abandon”, for the applicable month, and dividing them by the total number of Calls received in that month. A Call received at the Service Desk telephone switch that disconnects during the period beginning when the caller is placed in the Service Desk technician Call queue and ending when a Service Desk technician answers the Call is considered abandoned. If the caller hangs up after using self-help or hearing the status message, the Call is not considered abandoned.

The Call abandon rate is the percentage of times that a caller who selects to talk to a customer service representative (“CSR”) drops off the Call before talking with a CSR.

The Call abandon rate shall be measured using the Service Desk “ACD”-provided statistics.

1.1.2. Service Desk Responsiveness Performance Category

1.1.2.1. GERP Resolution of Resolvable Incidents/Requests by the Service Desk

The resolution measure occurs when the Service Desk resolvable GERP Incident has been resolved and communicated to the Authorized User or the Service Desk resolvable GERP Service Request has been completed and confirmed by the Authorized User, in each case without escalation beyond the Service Desk. A resolvable GERP Incident/Service Request is one that has been pre-defined to be resolvable by the Service Desk as well as approved by the Company.

The monthly Service Levels shall be calculated by measuring the number of GERP resolvable Incidents and Service Requests actually resolved by the Service Desk and dividing it by the total number of GERP resolvable Incidents and Service Requests that were received by the Service Desk (in each case during the applicable month).

1.1.2.2. Field Desk Percentage of Incidents Resolved

The Service Desk Responsiveness measure reflects the percentage of Incidents tickets opened by the Service Desk during a given month that are resolved by Service Desk staff.

The Field Desk Percentage Service Level shall be calculated by taking the actual number of Field Desk Incident tickets resolved during the applicable month divided by the total number of Field Desk Incident tickets opened during the same month.

The general IS desk is not included in this Service Desk Responsiveness Category.

The current Field Service Desk metric includes all calls, including those that involve 2nd level help through Field Hardware Services to resolve the issue. The Parties agree that this metric will continue to be calculated using this same approach.

Amgen and IBM agree that the “% of invoice” amount will be maintained at or below 0.60% from CD month indicated, through December, 2010 and reassessed based on service desk performance.

Amgen & IBM Confidential Page 5 of 19

1.2. Performance Category – Change Management

1.2.1. Change SOP Compliance (Implement to Close)

This measure tracks the extent to which the change process applicable to Supplier is followed. This is designed to measure the effectiveness of the process and maintain control. It is measured by the percentage of changes submitted to Release Management that are accepted without denial or modification due to faults or gaps that occurred during the Change Management process applicable to Supplier.

1.3. Intentionally Omitted

1.4. Performance Category – Request Fulfillment

1.4.1. Request Fulfillment

This measure evaluates the resolution of Service Request tickets against the Service Levels based on Severity Level or scheduled date. When using the Severity Level to measure resolution, it is measured from the time the ticket is opened to the time it is closed. When using the scheduled date to measure resolution, it is measured by whether the scheduled date is met or not. Upon the Amendment No 7 Effective Date, Service Request tickets relating to the EUS tower shall not apply to the calculation of this Service Level. Upon the AHS Commencement Date, Service Request tickets related to the Application Hosting Tower shall not apply to the calculation of this Service Level.

1.5. Performance Category – Incident and Problem Management

1.5.1. Time to Resolve Severity Level 1 Incident

This measure evaluates the resolution of tickets that are Incidents of Severity Level 1. Resolution is measured from the time the ticket is opened to the time it is closed. Upon the Amendment No 7 Effective Date, Incident tickets relating to the EUS tower shall not apply to the calculation of this Service Level. Upon the AHS Commencement Date, Incident tickets related to the Application Hosting Tower shall not apply to the calculation of this Service Level.

1.5.2. Time to Resolve Severity Level 2 Incident

This measure evaluates the resolution of tickets that are Incidents of Severity Level 2. Resolution is measured from the time the ticket is opened to the time it is closed. Upon the Amendment No 7 Effective Date, Incident tickets relating to the EUS tower shall not apply to the calculation of this Service Level. Upon the AHS Commencement Date, Incident tickets related to the Application Hosting Tower shall not apply to the calculation of this Service Level.

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1.5.3. Problem Reviews completed within 30 days

This measure is to ensure the timely identification of root cause within 30 days. Completion of the Problem review is defined as when a formal Problem review has been held to determine the root cause and corrective actions required. It is measured by the time between the Incident closure and completion of the Problem review.

1.5.4. Number of Severity Level 1 Incidents per Month

This measurement is the number of Severity Level 1 Incidents per month.

1.5.5. Total duration of Severity Level 1 Incidents per Month (hours)

This measurement is the average outage duration in total hours of the Severity Level 1 Incidents that occurred during the month.

1.6. Performance Category – Applications Hosting Availability

To the extent that the Availability Service Levels in this Section 1.6 apply as of the Commencement Date (CD plus 0 months), such Service Levels shall be measured to the extent that the components comprising the applicable Service have the monitoring capability required for the Service Levels and are being monitored for Availability in accordance with the Service Levels.

The Parties agree that the Critical Service Levels within this Performance Category shall provide for measurement of Availability on an individual component basis (e.g., Server OS Instance, database Instance or storage array) and shall not be measured on an aggregate basis. Accordingly, the determination of Expected Service Level Defaults and Earnback, and the determination of Minimum Service Level Defaults for purposes of Section 29.3 of the Agreement (Termination for Multiple Service Level Defaults) shall be made on an individual component basis.

For example, an Expected Service Level Default with respect to an individual component shall mean that such individual component experiences four or more misses of the Expected Service Level during a rolling 12-month period.

For example, Supplier shall be relieved from paying the pro-rated portion of the Service Level Credits assessed during a Contract Year in connection with Service Level Defaults for an individual component (i.e., Earnback of such Service Level Credits) if, during such Contract Year, Supplier achieved a Yearly Performance Average for such individual component that was greater than or equal to the Expected Service Level.

For example, four consecutive Minimum Service Level Defaults of the same Server OS Instance shall constitute a condition that triggers this provision, but four (4) consecutive Minimum Service Level Defaults of different Server OS Instances shall not constitute such condition.

1.6.1. Intentionally Omitted

1.6.2. Intentionally Omitted

1.6.3. Intentionally Omitted

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1.6.4. Database Availability

The Database Availability category measures the Availability of database instances by Service Level (i.e., critical, high or standard). The minimum Service Level Credit amount set forth for each of the Database Availability Critical Service Levels shall be applicable only if (i) the sum of the Service Level Credit amounts set by Company pursuant to Exhibit 3 (Service Level Management) for all of the Critical Service Levels within this category is greater than or equal to three (3) per cent of the Monthly Invoice Amount, and (ii) the Service Level Credit set by Company for the applicable Critical Service Level is greater than zero percent (0%) of the Monthly Invoice Amount.

1.6.4.1. Critical Database Availability

All database instances measured by this Critical Service Level shall be architected and implemented for High Availability. There shall be at least 50 database instances measured by this Critical Service Level.

The Critical Database Availability measurement evaluates “operating level 1” database instances by querying the management agent for such database instances. If the agent for a database instance cannot be reached and queried and the functionality of such database instance is not available from another database instance (i.e., redundant or failover database instance) the database is considered unavailable. Maintenance windows are excluded from the measurement.

If an individual database has an Availability result less than the Expected Service Level or Minimum Service Level then that may result in a Service Level Default in accordance with Exhibit 3 (Service Level Management).

For this Critical Service Level the amount of the Service Level Credit shall be the greater of (i) the pro-rated Service Level Credit that shall be an amount equal to the full amount of the Service Level Credit multiplied by the number of database instances experiencing Service Level Defaults divided by the total number of database instances measured by this Critical Service Level or (ii) ten thousand dollars ($10,000) (i.e., the minimum Service Level Credit).

1.6.4.2. High Database Availability

All database instances measured by this Critical Service Level shall be architected and implemented for High Availability. There shall be at least 50 database instances measured by this Critical Service Level.

The Critical Database Availability measurement evaluates “operating level 2” database instances by querying the management agent for such database instances. If the agent for a database instance cannot be reached and queried the database is considered unavailable. Maintenance windows are excluded from the measurement.

If an individual database has an Availability result less than the Expected Service Level or Minimum Service Level then that may result in a Service Level Default in accordance with Exhibit 3 (Service Level Management).

For this Critical Service Level the amount of the Service Level Credit shall be the greater of (i) the pro-rated Service Level Credit that shall be an amount equal to the full amount of the Service Level Credit multiplied by the number of database instances experiencing Service Level Defaults divided by the total number of database instances measured by this Critical Service Level or (ii) five thousand dollars ($5,000) (i.e., the minimum Service Level Credit).

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1.6.4.3. Standard Database Availability

The Standard Database Availability measurement evaluates “operating level 3” database instances by querying the management agent for such databases. If the agent for a database instance cannot be reached and queried the database instance is considered unavailable. Maintenance windows are excluded from the measurement.

If an individual database has an Availability result less than the Expected Service Level or Minimum Service Level then that may result in a Service Level Default in accordance with Exhibit 3 (Service Level Management).

For this Critical Service Level the amount of the Service Level Credit shall be the greater of (i) the pro-rated Service Level Credit that shall be an amount equal to the full amount of the Service Level Credit multiplied by the number of Database Instances experiencing Service Level Defaults divided by the total number of Database Instances measured by this Critical Service Level or (ii) one thousand dollars ($1,000) (i.e., the minimum Service Level Credit).

1.6.5.   Storage Availability

The Storage Availability category measures the Availability of Storage arrays by Service Level (i.e., Critical, High or Standard). The minimum Service Level Credit amount set forth for each of the storage Availability Critical Service Levels shall be applicable only if (i) the sum of the Service Level Credit amounts set by Company pursuant to Exhibit 3 (Service Level Management) for all of the Critical Service Levels within this category is greater than or equal to two and one-half percent (2.5%) of the Monthly Invoice Amount, and (ii) the Service Level Credit for the applicable Critical Service Level is set by the Company to be greater than zero percent (0%) of the Monthly Invoice Amount.

1.6.5.1. Critical Storage Availability

The Critical Storage Availability measurement evaluates storage arrays by querying the Availability of such storage arrays. If the monitoring System cannot connect to the monitored storage array the storage array is considered unavailable. Maintenance windows are excluded from the measurement.

If an individual storage array has an Availability result less than the Expected Service Level or Minimum Service Level then that may result in a Service Level Default in accordance with Exhibit 3 (Service Level Management).

For this Service Level the amount of the Service Level Credit shall be the greater of (i) the pro-rated Service Level Credit that shall be an amount equal to the full amount of the Service Level Credit multiplied by the number of storage arrays experiencing Service Level Defaults divided by the total number of storage arrays measured by this Critical Service Level or (ii) ten thousand dollars ($10,000) (i.e., the minimum Service Level Credit).

1.6.5.2. High Storage Availability

The High Storage Availability measurement evaluates storage arrays by querying the availability of such storage arrays. If the monitoring System cannot connect to the monitored storage array the storage array is considered unavailable. Maintenance windows are excluded from the measurement.

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If an individual storage array has an Availability result less than the Expected Service Level or Minimum Service Level then that may result in a Service Level Default in accordance with Exhibit 3 (Service Level Management).

For this Service Level the amount of the Service Level Credit shall be the greater of (i) the pro-rated Service Level Credit that shall be an amount equal to the full amount of the Service Level Credit multiplied by the number of storage arrays experiencing Service Level Defaults divided by the total number of storage arrays measured by this Critical Service Level or (ii) five thousand dollars ($5,000) (i.e., the minimum Service Level Credit).

1.6.5.3. Standard Storage Availability

The Standard Storage Availability measurement evaluates storage arrays by querying the Availability of such storage arrays. If the monitoring System cannot connect to the monitored storage array the storage array is considered unavailable. Maintenance windows are excluded from the measurement.

If an individual storage array has an Availability result less than the Expected Service Level or Minimum Service Level then that may result in a Service Level Default in accordance with Exhibit 3 (Service Level Management).

For this Service Level the amount of the Service Level Credit shall be the greater of (i) the pro-rated Service Level Credit that shall be an amount equal to the full amount of the Service Level Credit multiplied by the number of storage arrays experiencing Service Level Defaults divided by the total number of storage arrays measured by this Critical Service Level or (ii) one thousand dollars ($1,000) (i.e., the minimum Service Level Credit).

1.7. Performance Category – Data Network Services

General. Supplier’s ability to manage all Services relating to the data Network Services provided under the Agreement will be measured, reported, and managed through the metrics defined below.

Unless otherwise indicated, all of the Critical Service Levels shall be measured as an average on a monthly basis during the applicable Measurement Window set forth on Attachment 3-A (Service Levels Matrix).

The Parties agree that the Critical Service Levels within this Performance Category shall provide for measurement of Availability on a per Site basis and shall not be measured on an aggregate basis. Accordingly, the determination of Expected Service Level Defaults and Earnback, and the determination of Minimum Service Level Defaults for purposes of Section 29.3 of the Agreement (Termination for Multiple Service Level Defaults) shall be made on a per Site basis.

1.7.1. GWAN Router to Router Availability

For the GWAN Site Availability Service Levels, Availability will be measured for four (4) different types of GWAN Sites as defined in Exhibit 7 (Sites), and shall mean the ability to send or receive data packets from the LAN port of the CE router over a primary

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or secondary (backup) link to the destination router on the GWAN network. A GWAN Site is deemed to be Available and providing Services unless an Authorized User reports that a GWAN Service is not providing Services or Supplier detects a device or circuit error providing the specific GWAN Service is not providing Services.

Pursuant to the Service Level Management methodology in Exhibit 3 (Service Level Management), based upon the performance requirements set forth in Attachment 3-A (Service Level Matrix), each of the four (4) GWAN router to router Service Levels shall each be an individual Critical Service Level and shall have pool percentage weightings assigned to them for purposes of determining the amount of the Service Level Credit(s) payable in the event of a Service Level Default.

1.7.1.1. GWAN Router to Router Availability Site Type A

In the event of a Service Level Default with respect to a particular GWAN Site Type A the Service Level Credit for such default shall be calculated on a per-Site basis as follows: Service Level Credit for the GWAN Site Type A = [Service Level Credit for the Critical Service Level x (Number of Type A GWAN Sites for which there was a Service Level Default / Total Number of Type A GWAN Sites)].

1.7.1.2. GWAN Router to Router Availability Site Type B

In the event of a Service Level Default with respect to a particular GWAN Site Type B the Service Level Credit for such default shall be calculated on a per-Site basis as follows: Service Level Credit for the GWAN Site Type B = [Service Level Credit for the Critical Service Level x (Number of Type B GWAN Sites for which there was a Service Level Default / Total Number of Type B GWAN Sites)].

1.7.1.3. GWAN Router to Router Availability Site Type C

In the event of a Service Level Default with respect to a particular GWAN Site Type C the Service Level Credit for such default shall be calculated on a per-Site basis as follows: Service Level Credit for the GWAN Site Type C = [Service Level Credit for the Critical Service Level x (Number of Type C GWAN Sites for which there was a Service Level Default / Total Number of Type C GWAN Sites)].

1.7.1.4. GWAN Router to Router Availability Site Type D

In the event of a Service Level Default with respect to a particular GWAN Site Type D the Service Level Credit for such default shall be calculated on a per-Site basis as follows: Service Level Credit for the GWAN Site Type D = [Service Level Credit for the Critical Service Level x (Number of Type D GWAN Sites for which there was a Service Level Default / Total Number of Type D GWAN Sites )].

1.7.2. Remote Access (VPN) Availability Per POP

For the Remote Access VPN Availability Per POP Service Level, Availability will be measured for the VPN environment and shall mean the period when the VPN environment for a specific POP is fully functional (allowing for workarounds within the system that are acceptable to Company) and providing Services to the entire population of Authorized Users. For purposes of this Service Level, POP (Point of Presence) is defined as the location or the Service or Service components used to deliver the remote access to the VPN Service provided by Supplier.

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1.7.3. Internet Service Availability

For the Internet Availability Service Level, Availability will be measured for the Internet environment per POP and shall mean the period when the Internet is fully accessible (allowing for workarounds within the system that are acceptable to Company) and providing Services to the entire population of Authorized Users. This is an end to end measure across all circuits that comprise the Service. This measure includes the Equipment and circuits at the POP plus the circuits and routers that connect the Internet POPs. For purposes of this Service Level, POP is defined as the location of the Service components used to provide the Internet Service provided by Supplier and includes Internet connectivity, access, firewalls, router and LAN devices and excludes VPN termination or other ancillary devices (e.g., a cache or content device).

1.7.4. Global Remote Access Service Availability

For the Global Remote Access (GRA) Service Availability Service Level, Availability will be measured for the GRA environment and shall mean the period when remote access via Internet Protocol Security (IPsec) VPN or Secure Socket Layer (SSL) VPN is fully accessible (allowing for workarounds within the System that are acceptable to Company) and providing Services to the entire population of Authorized Users.

1.7.5. B2B IPSEC Service Availability

For the B2B IPsec Service Availability Service Level, Availability will be measured for the Business-to Business (B2B) environment and shall mean the period when remote access via IPsec is fully accessible (allowing for workarounds within the system that are acceptable to Company) and providing Services to the entire population of Authorized Users.

1.7.6. WAN Optimization Service Availability

For the WAN Optimization Service Availability Service Level, Availability will be measured for the WAN optimizer environment and shall mean the period when the WAN optimizer environment is fully functional (allowing for workarounds within the System that are acceptable to Company) and providing Service to the entire population of Authorized Users.

1.7.7. Internet Content Service (URL and Category Filters) Availability

For the Internet Content Service Availability Service Level, Availability will be measured for the Internet Content Service Environment (ICSE) and shall mean the period when the Internet Content Service Environment is fully functional (allowing for workarounds within the System that are acceptable to Company) and providing Services to the entire population of Authorized Users. ICSE is defined as the hardware, Software and/or Service components of the Internet content environment provided by Supplier and exclude Internet connectivity, access, firewalls, router and LAN devices (which are separately addressed by the Internet Service Availability Service Level).

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1.7.8.   Wireless Service Availability

For the Wireless Service Availability Service Level, Availability will be measured for the wireless environment and shall mean the period when the wireless environment is fully functional (allowing for workarounds within the system that are acceptable to Company) and providing Services to the entire population of Authorized Users.

1.7.9.   Network Response Time

End-to-end Network Response Time is the average round trip propagation delay from the Tier 1 Hub to each access Site router. These measurements will be taken every 30 minutes on 7 X 24-hour basis.

For the existing GWAN Network, Supplier will manage the current Third Party MPLS provider as agreed upon in Exhibit 12 (Reports), and will not be responsible for meeting the Service Level for Network response time. In the event that the Third Party MPLS provider fails to meet the Service Level for Network response time, Supplier will work with Supplier to receive appropriate Service Level Credits from the Third Party MPLS provider (as a managed Third Party) pursuant to such Managed Contract.

For the transformed GWAN Network, Supplier will be responsible for providing the required Network response time in accordance with the Service Levels, as described above.

1.8.   Intentionally Omitted

1.9.   Intentionally Omitted

1.10.   Performance Category – Reporting Services

1.10.1.   All critical Reports delivered on schedule

Operational reports that are critical to managing the relationship will be defined and updated from time to time as the needs develop. These will be delivered to Company at the agreed timeframe.

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2.0   KEY MEASUREMENTS

This Section sets forth qualitative descriptions of the Key Measurements. The numerical Minimum Service Levels, Expected Service Levels and commencement of obligations associated with such Key Measurements are set forth in Attachment 3-A (Service Level Matrix) to Exhibit 3 (Service Level Management).

2.1   Performance Category – Service Desk

2.1.1   Intentionally Omitted

2.1.2   Tickets Closed, yet were not Resolved

The number of tickets where the work was incomplete yet the ticket was still closed. These will be subtracted from the total number of tickets closed. These tickets shall have their resolution times calculated from the original point when it was reported to the Service Desk.

2.1.3   Average speed to create ticket from electronic submission

The average amount of elapsed time from the point that the electronic submission arrives at the Service Desk queue until a Service Desk technician creates a ticket.

2.1.4   First call fix within agreed Service Level

This is a measurement of the percentage of times the Service Desk resolves Incidents and Service Requests within the resolution targets specified in Attachment 3-F. It is calculated by dividing the number of Incidents and Service Requests that the Service Desk resolved within the resolution target divided by the total number of Incidents and Service Requests resolved at the Service Desk.

2.1.5   Calls answered within 60 seconds

The amount of time to answer each Call is measured the same way as Average Speed to Answer (see metric 1.1.1). It is calculated by dividing the number of Calls that were answered within 60 seconds by the total number of Calls.

2.1.6   Calls answered within 120 seconds

The amount of time to answer each Call is measured the same way as Average Speed to Answer (see metric 1.1.1). It is calculated by dividing the number of calls that were answered within 120 seconds by the total number of Calls.

2.2   Performance Category – Service Management

2.2.1   Problem Reviews completed within 60 days

This measure is to ensure the timely identification of root cause. Completion of the Problem review is defined as when a formal Problem review has been held to determine the root cause and corrective actions. It is measured by the time between the Incident closure and completion of the Problem review.

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2.2.2   Intentionally Omitted

2.3   Performance Category – Request Fulfillment

2.3.1   Intentionally Omitted

2.3.2   Request Fulfillment – End User Services

This measure evaluates the resolution of End User Services (EUS) Service Request tickets against the Service Levels based on Severity Level or scheduled date. When using the Severity Level to measure resolution, it is measured from the time the ticket is opened to the time it is closed. When using the scheduled date to measure resolution, it is measured by whether the scheduled date is met or not.

2.4   Performance Category – Incident Response and Resolution

2.4.1   Incident Response within Service Level

This measures the time between an Incident being opened and the resolver acknowledging receipt of the ticket. Service Level adherence is based on the Severity Level of the ticket.

2.4.2   Incident Resolution —Severity Level 3

This measure evaluates the resolution of tickets that are Incidents of Severity Level 3. Resolution is measured from the time the ticket is opened to the time it is closed.

2.4.3   Incident Resolution —Severity Level 4

This measure evaluates the resolution of tickets that are Incidents of Severity Level 4. Resolution is measured from the time the ticket is opened to the time it is closed.

2.4.4   Incident Resolution —Severity Level 5

This measure evaluates the resolution of tickets that are Incidents of Severity Level 5. Resolution is measured from the time the ticket is opened to the time it is closed.

2.4.5   Open Incidents in breach of Service Level

This measure evaluates the resolution of Incidents that have been resolved within 2 times their normal resolution target. It aims to decrease the number of Incidents that have breached their Service Level so as to avoid a large number of stale Incidents. It is measured in the same manner as described above, except the resolution target time is doubled. This measure is calculated by measuring the number of Incidents resolved within 2 times their resolution target divided by the total number of Incidents, for all Severity Levels.

2.5 Intentionally Omitted

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2.6   Performance Category – Release Deployment

2.6.1   Virus DAT File Release High but Non-Critical less then 24 hour

Criticality of a vulnerability is determined by IS Security. This measures the time between the DAT file being available from the vendor and release for deployment, as applicable to Supplier’s scope of Services. The measurement is the percentage of times that DAT files for a high but non-critical virus are deployed within 24 hours.

2.6.2   Virus Software Engine Update (same as DAT files)

Criticality of a vulnerability is determined by IS Security. This measures the time between the update being available from the vendor and its full deployment, as applicable to Supplier’s scope of Services.

2.6.3   Software Updates Current and Completed Releases Closed On-Time

This measure will compare the scheduled closure date with actual closure date of Release records.

2.6.4   Release without Error

This measure is related to Release Management. It will be derived through the root cause analysis of Incident and will be calculated as a simple percent of Changes released and outages caused by them.

2.6.5   Critical Service Scheduled Downtime (Hours)

This determines the amount of time used for planned maintenance activities annually for the critical Service hosting. This is calculated by summing the total number of hours the critical Service hosting was unavailable or degraded during scheduled downtime windows. This metric does not include any outages during the Measurement Window.

2.7     Performance Category – Data Network Services

General. Supplier’s ability to manage all components relating to the Data Network Services provided under this agreement will be measured, reported, and managed through the metrics defined below.

Unless otherwise indicated, all of these Key Measurements within this Performance Category shall be measured as an average on a monthly basis during the applicable Measurement Window set forth on Exhibit 3-A Service Levels Matrix.

2.7.1   Access Link Availability (Access Router to Nodal Router)

Access Data Availability is measured from the channel interface on the access router to and including the Tier 1 Hub. A Supplier circuit is deemed Available when access to

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and from the Tier 1 Hub is fully functional (allowing for workarounds within the System that are acceptable to Company) and providing Services to the entire population of Authorized Users.

2.7.2   Backbone Link Availability

Backbone Link Availability is the ability of a Tier 1 Hub to reach all other In-Scope Tier 1 Hubs. A link's Availability shall mean the period a Hub is able to reach all other In-Scope hubs (allowing for workarounds within the system that are acceptable to Company) and providing Services to the entire population of Authorized Users.

2.7.3   Equipment MTTR (Mean Time To Restore)—All Locations

Equipment MTTR (Mean Time To Restore) – All Locations is of the sum of all Equipment restore times divided by the total number failures.

2.7.4   Device Authentication Authorization & Accounting (AAA) Availability

For the Device Authentication Authorization & Accounting (AAA) Availability Service Level, Availability will be measured for the AAA environment and shall mean the period when the AAA environment is fully functional (allowing for workarounds within the system that are acceptable to Company) and providing Services to the entire population of Authorized Users.

2.7.5   Load Balancing Network Availability

For the Load Balancing Network Availability Service Level, Availability will be measured for the load balancing environment and shall mean the period when the load balancing environment is fully functional (allowing for workarounds within the system that are acceptable to Company) and providing Services to the entire population of Authorized Users.

2.8    ntentionally Omitted

2.9     Performance Category – Video Services

2.9.1   Average Speed of Answer (AV) – Help Desk

Audio Visual (AV) Average Speed to Answer (ASA) is measured as follows:

The average amount of elapsed time from the point that the caller selects to speak to an Agent at the (Video Services) Service Desk queue until a technician answers the Call.

The monthly average speed to answer Service level shall be calculated by taking the sum of the amount of elapsed time to answer for each Call, for the applicable month, and dividing it by the total number of Calls answered in that month.

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2.9.2     Accuracy of Start Time for Videoconferences

This measurement equals the percentage of videoconference calls that are “Ready-to-start” at their scheduled start time divided by the total number of videoconference Calls that have been scheduled and confirmed during the applicable measurement period.

“Ready-to-start” shall meet the following conditions:

1. If the videoconference rooms are available, Supplier begins establishing the call 30 minutes before the actual meeting starts and the videoconference starts on time

2. A remote video technician validates with the participants that the audio and video is working

3. When the meeting is reaching its end of the assigned time slot, if requested by the participants, Supplier extends the meeting if the room is available and if not close the call.

2.9.3     Performance of Videoconference Completed Without Disruptions

This measurement measures percentage of Videoconference calls completed without disruptions within Company’s environment. The period measured shall be from the requested scheduled set up time to the actual meeting completion time. The categories included are: Equipment Error; Network Error; Operational Error. The data used to measure this is recorded after each Video Conference call. This measurement is reported on monthly basis.

2.9.4     Videoconference Reservation Confirmation

This measurement shall measure the time required to confirm (via requestor’s email address) and acknowledge the Availability of the rooms requested for a videoconference Call as well as Availability of any additional features that are required. This measurement is calculated by dividing the number of videoconference calls confirmed within 2 business hours after the completion of a meeting request scheduled by Outlook by the total number of videoconference calls for which a meeting request is scheduled by Outlook during the Measurement Window. Confirmation of the completed reservation is required within 1 hour after the meeting request has been scheduled by Outlook. This is measured on a monthly basis and is the percentage completed within the required measure.

Supplier agrees to work with Company to identify and implement automation or processes that are designed to reduce the 2 hours confirmation time for this Service Level.

2.10     Performance Category – Budget and Project Management Metrics

2.10.1 I  mplementations Delivered On-Time

This is a measure of all implementation as delivered against their agreed timeframes.

2.10.2   Milestones Delivered On-Time

This is a measure of all Milestones as delivered against their agreed timeframes.

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2.10.3   Estimation Accuracy – Schedule Estimate to Actual Variance

This is a measure of all Milestones as delivered against their agreed timeframes.

2.10.4   Projects Delivered to Budget [(Within +/-10%)]

This is a measure of all Projects delivered against their agreed Charges,

2.11     Intentionally Omitted

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Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.

EXHIBIT 4

PRICING

Amgen and IBM Confidential E-4 – Page 1 of 52

TABLE OF CONTENTS

1.0 ATTACHMENTS			3
1.1.       Intentionally Left Blank			3
1.2.       Attachment 4-B: Financial Responsibility Matrix			3
1.3.       Attachment 4-C: Financial Base Case			3
1.4.       Attachment 4-D: Resource Baselines			3
1.5.       Attachment 4-E: Resource Baseline Measurement			3
1.6.       Attachment 4-F: Termination Fees			3
1.7.       Attachment 4-G: Supplier Pricing Forms			3
1.7.       Attachment 4-H: Standard Network Printers			3
2.0 GENERAL REQUIREMENTS			3
3.0 RESOURCE UNITS			13
3.1.       General			13
3.2.       Application Hosting Services			13
3.3.       Managed Network Services			17
3.4.       LAN Services			19
3.5.       End-User Computing Services (EUC)			20
3.6.       Service Desk			25
3.7.       Projects			25
4.0 ADDITIONAL AND REDUCED RESOURCE CHARGES (ARCS AND RRCS)			31
5.0 FOREIGN EXCHANGE			33
5.1.       Foreign Exchange (FX) Rate Adjustment			33
5.2.       Definitions			34
5.3.       Calculations			34
5.4.       Revisions to the FES			35
6.0 PASS-THROUGH EXPENSES			35
7.0 INCENTIVES TO REDUCE COSTS			35
8.0 SUPPLIER FINANCIAL RESPONSIBILITIES			36
8.1.       Equipment Leases and Maintenance			36
8.2.       System Software Licenses and Maintenance			36
8.3.       Application Software Licenses and Maintenance			36
8.4.       Upgrades and Additional Equipment and Software			37
9.0 ADJUSTMENTS FOR INFLATION AND DEFLATION			37
10.0 CHANGES TO RESOURCE BASELINES			39
11.0 OMITTED THIRD PARTY CONTRACTS			39
12.0 CHARGEBACK			40
13.0 RESOURCE BASELINE VALIDATION PROCESS			40
14.0 SUPPLIER COMMITMENTS			41
15.0 OTHER			41
16.0 CARRIER CHARGES			42
16.1.     General			42
16.2.     Voice & Data Carrier Resource Units			42

Amgen and IBM Confidential E-4 – Page 2 of 52

1.0 ATTACHMENTS

The following are attached hereto to this Exhibit and are hereby incorporated by reference:

1.1. Intentionally Left Blank

1.2. Attachment 4-B: Financial Responsibility Matrix. This matrix describes the financial responsibility of Company and Supplier for functions and assets associated with the Services.

1.3. Attachment 4-C: Financial Base Case. This attachment contains Company’s projection of its expenses associated with the Services if Company did not enter into agreement with Supplier and thus, Company continued to perform the Services in the same manner as before the Effective Date.

1.4. Attachment 4-D: Resource Baselines. This attachment contains the projection of Resource Units over the Term. The Base Charges will assume the provision of the Resource Units included within the Resource Baselines.

1.5. Attachment 4-E: Resource Baseline Measurement. Intentionally left blank.

1.6. Attachment 4-F: Termination Fees. This attachment contains the termination fees and the cap on Wind-Down Expenses.

1.7. Attachment 4-G: Supplier Pricing Forms. This attachment contains Supplier’s price for the Services including Base Charges, ARCs & RRCs and One-Time Charges.

1.8. Attachment 4-H: Standard Network Printers. This attachment contains Supplier’s pricing for the purchase and/or assignment of leases for the Standard Network Printers.

2.0 GENERAL REQUIREMENTS

2.1. The Charges for Supplier’s performance of the Services and other obligations under the Agreement consist of Base Charges, Variable Charges, One-Time Charges and Pass-Through Expenses. The Base Charges take into account the volume levels included in the Resource Baselines included in Attachment 4-D.

2.2. The Base Charges for the Services are at the individual Resource Unit level and aggregated into a grouping of related Services as the following Sub-Towers:

2.2.1. Application Hosting Services

2.2.2. Web Hosting Services (part of the Application Hosting Tower)

2.2.3. Managed Network Services

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2.2.4. Intentionally Left Blank

2.2.5. LAN Services (part of the Managed Network Tower)

2.2.6. End-User Computing Services

2.2.7. Service Desk Services

2.2.8. Data and Voice Carrier Services (part of the Managed Network Tower)

2.3. The One-Time Charges and the purpose of any such Charges are limited to those described in Attachment 4-G and are for Transition. The sum of the One-Time Charges and Base Charges equal the “Total Supplier Charges”. One-Time Charges are included in Attachment 4-G, Supplier Pricing Forms.

2.4. With respect to any Services performed in any of the six regions set forth in this Section 2.4, Attachment 4-G, Supplier Pricing Forms, sets forth the currency in which such Services shall be invoiced and paid and the names of the Parties or Affiliates of the Parties, as the case may be, that shall be parties to any such invoice, in each case pursuant to local country agreements entered into by such parties and Affiliates. For such purposes, Attachment 4-G is divided into the following six regions, which are referenced therein as follows:

2.4.1. the United States, which includes the United States, Brazil, Mexico and Puerto Rico;

2.4.2. Canada;

2.4.3. the Netherlands, which includes the Netherlands and all other applicable European countries, excluding those directly listed below;

2.4.4. Switzerland;

2.4.5. UK (including Ireland); and

2.4.6. Australia, which includes Australia and any country within the Asia Pacific Region for which a Company Service Location is located.

2.5. Application of Charges

2.5.1. With respect to each Tower, Base Charges shall become payable by Company in such amounts and at such times as set forth in this Section 2.5. Effective on the occurrence of the date set forth below for any Base Charge to begin to apply, such Base Charge shall be payable during the Term in the amounts set forth in Exhibit 4, Attachment 4-G (Supplier Pricing Forms); provided that, if this Section 2.5 provides that any percentage of any Base Charge shall apply, then only such percentage of the applicable amount set forth in Exhibit 4, Attachment 4-G (for purposes of the calculation of any such percentage, the

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amount of the Base Charge shall exclude any reductions to such Base Charge under Sections 2.5.8 and 2.5.9) shall be payable by Company. For purposes of the calculation of the amount of Base Charges payable in any month under Exhibit 4, Attachment 4-G, year 1 Base Charges shall be divided by 3 in order to derive the monthly Base Charges and years 2 through 8 shall be divided by 12 to derive the monthly Base Charges. With respect to each Tower, the Company shall not be responsible for the payment of any Base Charge (or any percentage thereof), including any ARC, and Supplier shall not be responsible for crediting of any RRC, in respect of any Services performed prior to the date provided in this Section for such Base Charge (or percentage thereof) to begin to apply. With respect to each Tower, except as otherwise specified in this Exhibit 4, ARCs and RRCs associated with the Base Charge for such Tower shall begin to apply on the date that such Base Charge shall begin to apply; provided that any percentage reduction applicable to any such Base Charge pursuant to this Section 2.5 shall not apply to such associated ARC or RRC. The percentage adjustments pursuant to this Section 2.5 shall not apply to the Carrier Charges, Pass-Through Expenses and RFS Charges. The terms of this Section 2.5 shall be applied on a pro rata basis for any partial months in which a percentage of Base Charges applies or is subject to holdback.

2.5.2. Prior to the Go-Live Date, no Base Charge shall be payable for any Tower, except for the following Base Charges payable for the Managed Network Tower only:

2.5.2.1. [*]% of the Base Charges for the month of October, 2009 shall apply and be payable by Company.

2.5.2.2. [*]% of the Base Charges for the months of November, December and January (on a prorated basis up to and not including the Go-Live Date) shall apply and be payable by Company.

2.5.3. Subject to Section 2.5.7, effective on the Go-Live Date for any Tower, [*] percent ([*]%) of the Base Charges for such Tower shall apply and be payable by Company.

2.5.4. Intentionally Left Blank.

2.5.5. Intentionally Left Blank.

2.5.6. With respect to each Tower, effective on the date that the Base Charge for such Tower begins to apply pursuant to Sections 2.5.3 above, Company shall not be obligated to pay for additional “staff augmentation” RFS charges for any Supplier Personnel to perform Services with respect to such Tower.

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2.5.7. The reductions to the Base Fees payable by Company, consisting of the [*] percent reduction in Base Fees pursuant to Section 2.5.3, shall apply until and to the extent that the aggregate amount of such reductions applied following February 1, 2011 equals [*] dollars ($[*]) (the “Reduction Cap”). If the application of the full amount of such reductions during any month after February 1, 2011 would result in such aggregate amount exceeding the Reduction Cap, then the actual amount of such reductions applied during such month shall be reduced to the extent necessary to result in such aggregate amount equaling the Reduction Cap. Such Reduction Cap shall not apply to reductions to Base Fees applied prior to February 1, 2011. The reductions in Base Fees described in this Section (i.e., following February 1, 2011) shall not be considered when calculating the At-Risk Amount for purposes of the calculation of Critical Service Level Credits.

2.5.8. Market Softness Adjustments. The Base Charges for the Application Hosting, End User Computing and Service Desk Towers (“Affected Towers”) shall be subject to reductions in connection with market softness in such amounts and manner as set forth in this Section 2.5.8. In the event that Company terminates one or more of the Affected Towers (or a Sub-Tower within the Affected Towers) before the end of a period for which a Base Charge reduction as set forth in this Section 2.5.8 applies, the applicable amount of such Base Charge reduction shall be reduced by the percentage of the aggregate Base Charges for the applicable Affected Towers during the applicable period of the Base Charge reduction that are eliminated as a result of such termination. These amounts will be prorated as defined in Section 3.1.3.

2.5.8.1. The Base Charges for the Affected Towers applicable during calendar year 2010 shall be reduced by an amount equal to $[*] USD. Such Base Charge Reduction shall be provided as follows:

2.5.8.1.1. Supplier shall provide a credit in the amount of 1/9^th of $[*] USD (Attachment 4-G Reference: “Base Adjustment #1”) against the Base Charges payable for each month from and including April 1, 2010 through and including December 31, 2010, such that 100% of the total amount of such $[*] USD amount has been credited by the date the December, 2010 invoice is issued. If, in any such month, the amount of the credit exceeds the amount of the Base Charges payable, then such excess credit amount shall be applied to the subsequent month’s invoice. Such process shall be repeated until 100% of the $[*] USD amount has been credited; provided that, 100% of the $[*] USD amount must be provided to Company (through credits or through a lump sum payment, or a combination of both) by December 31, 2010.

2.5.8.1.2. Supplier shall provide a credit in the amount of 1/9^th of $[*] USD against Charges due and payable for Services other than Services paid for through Base Charges (“RFS Charges”) invoiced for each month from and including April 1, 2010 through and including December 31,

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2010, such that 100% of the total amount of such $[*] USD has been credited by the time the December, 2010 invoice is issued. If, in any such month, the amount of the credit exceeds the amount of the RFS Charges invoiced, then such excess credit amount shall be applied to the subsequent month’s invoice. Such process shall be repeated until 100% of the $[*] USD has been made; provided that, 100% of the $[*] USD must be made (through credits, including credits against Base Charges, or through a lump sum payment, or a combination of both) by December 31, 2010.

2.5.8.2. The Base Charges for the Affected Towers applicable during calendar year 2011 shall be reduced by an amount equal to $[*] USD, pursuant to proration language in Section 3.1.3. Such Base Charge Reduction shall be provided as follows:

2.5.8.2.1. Supplier shall provide a credit in the amount of 1/12^th of $[*] USD (Attachment 4-G Reference: “Base Adjustment #1”) against the Base Charges payable for each month from and including January 1, 2011 through and including December 31, 2011, such that 100% of the total amount of such $[*] USD amount has been credited by the date the December, 2011 invoice is issued. If, in any such month, the amount of the credit exceeds the amount of the Base Charges invoiced, then such excess credit amount shall be applied to the subsequent month’s invoice. Such process shall be repeated until 100% of the $[*] USD amount has been credited; provided that, 100% of the $[*] USD amount must be provided to Company (through credits or through a lump sum payment, or a combination of both) by December 31, 2011.

2.5.8.3 The Base Charges for the Affected Towers applicable during calendar year 2012 shall be reduced by an amount equal to $[*] USD, pursuant to proration language in Section 3.1.3. Such Base Charge Reduction shall be provided as follows:

2.5.8.3.1 Supplier shall provide a credit in the amount of 1/6th of $[*] USD against the Base Charges payable for each month from and including January 1, 2012 through and including June 30, 2012, such that 100% of the total amount of such $[*] USD amount has been credited by the date the June, 2012 invoice is issued. If, in any such month, the amount of the credit exceeds the amount of the Base Charges invoiced, then such excess credit amount shall be applied to the subsequent month’s invoice. Such process shall be repeated until 100% of the $[*] USD amount has been credited; provided that, 100% of the $[*] USD amount must be provided to Company (through credits or through a lump sum payment, or a combination of both) by June 30, 2012.

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2.5.9. The aggregate Base Charges payable on an annual basis for the Application Hosting Tower shall be reduced by amounts set forth below in any calendar year in which the corresponding Minimum Service Level targets set forth below for Critical Service Level 1.5.1 (Time to Resolve Severity Level 1 Incident) are in effect:

[*]hrs                 $[*]

[*]hrs                 $[*]

[*]hrs                 $[*]

[*]hrs                 $[*]

Such reductions shall be prorated monthly during each calendar year in which the applicable Minimum Service Level Target is in effect or in connection with the termination of the Application Hosting Tower during a calendar year. In the event that a Minimum Service Level Target for which a reduction as set forth above applies to only a portion of a calendar year, the amount of the reduction shall be prorated to the period of time in which such Minimum Service Level Target was in effect. These amounts will be prorated as illustrated in Section 3.1.3.

2.5.10 Effect of Reverse Transition on Charges

2.5.10.1 This Section 2.5.10 sets forth the applicability of certain Base Charges in connection with the Reverse Transition.

2.5.10.2 Subject to Section 2.5.10.7, the Base Charges and ARCs and RRCs for the Application Hosting Services as set forth in Attachment 4-G shall no longer apply as of the earlier of (i) the AHS Commencement Date, or (ii) December 31, 2011. Subject to Section 2.5.10.7, if Company requests that Supplier continue to perform one or more of such Application Hosting Services following such date, then Supplier shall continue to perform those portions of the Application Hosting Services that are required by Company and each such service shall be a New Service.

2.5.10.3 If any RT Commencement Date for any Cross Functional Reverse Transition Workstream occurs prior to the AHS Commencement Date, such that Company no longer requires Supplier to provide such Cross Functional Services, then Supplier shall provide a credit against the Base Charges for the Application Hosting Services based upon the “Cross Functional Workstream Pricing” as set forth in Attachment 4-G. Unless otherwise agreed, such credits shall be provided in the United States invoice and shall be prorated for any partial month.

2.5.10.4 Upon Company’s request, Supplier shall continue to provide the Cross Functional Services (pursuant to the scope set forth in Exhibit 2.1 immediately prior to the Amendment No 7 Effective Date) after the completion of the AHS Commencement Date on a billable request for service basis at the “Cross Functional Workstream Pricing” rates as set forth in Attachment 4-G.

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2.5.10.5 Company may withhold payment of Base Charges (payable in the United States invoice) up to a total amount of four million dollars ($[*]), consisting of (i) $[*] per month during the months of April, May and June 2011, and (ii) $[*] per month during the months of July, August and September, 2011.

All withheld amounts under this Section shall become payable upon the date of completion of all of Supplier’s obligations relating to the Reverse Transition of the Application Hosting Services and the Cross Functional Services (excluding Reverse Transition of ISM Bridge Services) under the Reverse Transition Plan; provided that, if at any time such obligations are not complete, but all Reverse Transition Services for which such obligations are not complete are Company Performed Reverse Transition Services (such that all Reverse Transition Services either have been transferred to Company in accordance with the Reverse Transition Plan with all applicable Exit Criteria completed or are Company Performed Reverse Transition Services), then $[*] of the $[*] shall become payable at such time. The remaining withheld amount shall become payable upon the earlier of: (a) completion of Supplier’s remaining obligations under the Reverse Transition Plan in all material respects, or (b) termination or expiration of the Agreement.

For purposes of this Section, the following shall apply:

(1) “Company Performed Reverse Transition Services” shall mean any Reverse Transition Service with respect to which Company assumes performance (such that Supplier is no longer invoicing Company for Charges associated therewith) whether or not Supplier has fully performed its obligations under the Reverse Transition Plan.

(2) In the event that, with respect to any Reverse Transition Service, Supplier is excused for its failure to perform any of its Reverse Transition obligations pursuant to Section 16.2 of the Agreement (Savings Clause), then such Supplier obligations shall be deemed complete.

(3) If Company extends the RT Commencement Date for any Reverse Transition Service unilaterally and not as a result of any error or omission of Supplier, then the RT Commencement Date prior to such extension shall be deemed to be the date upon which all Supplier obligations under the Reverse Transition Plan for such Reverse Transition Service are deemed complete.

(4) Following the date upon which any Reverse Transition Service becomes a Company Performed Reverse Transition Service, Company shall ensure that Supplier is provided with reasonable and appropriate access to Company’s Systems, premises and Personnel to enable Supplier to complete any remaining obligations under the Reverse Transition Plan for such Reverse Transition Service. If Company fails to provide such access, then Supplier’s remaining obligations under the Reverse Transition Plan for such Reverse Transition Service shall be deemed complete.

2.5.10.6 Intentionally Left Blank.

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2.5.10.7 Following the AHS Commencement Date, Supplier shall continue to provide certain Application Hosting Services for Charges during certain time periods, as follows: (i) the Application Hosting Services described in Attachment 29-D to Exhibit 29 to the Agreement shall be performed at [*] additional Charge during the period from the AHS Commencement Date until December 31, 2011, (ii) the Application Hosting Services described in the Reverse Transition Plan as having RT Commencement Dates following the AHS Commencement Date shall be performed at Charges to be determined using the methodology set forth in Section 4.7 during the period from the AHS Commencement Date until December 31, 2011 and (iii) if any such Services are required after December, 31, 2011, such Services will be deemed to be New Services.

2.5.10.8 Notwithstanding Section 29.7(B)(3) of the Agreement, Supplier shall offer to sell to Company some or all of the Equipment owned or leased by Supplier that was used for providing the Application Hosting Services, at the fair market value of such Equipment and the purchase of such Equipment shall be (i) at Company’s option with respect to such Equipment installed prior to May 15, 2011, and (ii) required by Company with respect to all such Equipment installed on or after May 15, 2011.

2.5.11 End User Services/Service Desk Reverse Transition

2.5.11.1 This Section 2.5.11 sets forth the applicability of Base Charges in connection with the EUS/SD Reverse Transition.

2.5.11.2 If the EUS/SD Reverse Transition (excluding the End User Services for the provision of printers set forth on Attachment 4-H to this Exhibit 4 and related maintenance “ Print Services”) is not complete by June 30, 2012, then upon Company’s request, Supplier shall continue to provide End User Services and Service Desk Services not transitioned to Company (in the same manner performed prior to such date) for up to three (3) additional months after such date. Company shall pay to Supplier the following Charges for such Services:

1. Supplier’s actual charges paid to Unisys, Infoprint, SMCI, JKL and other subcontractors required to perform such Services on a Pass-Through Expense basis; and

2. Charges for Supplier Personnel required to perform such Services on a time and materials basis; and

3. Supplier’s actual costs for infrastructure required to perform such Services;

provided that, such Charges per month shall not exceed [*]% of the then-current Charges in effect for such Services during the month of June, 2012; further provided, however, that to the extent that the EUS/SD Reverse Transition was not completed due to Supplier’s failure to perform its responsibilities in accordance with the EUS/SD Reverse Transition

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Plan, such Charges per month shall not exceed [*]% of the then-current Charges in effect for such Services during the month of June, 2012. For the avoidance of doubt, Supplier’s provision of (i) the End User Services (excluding the Print Services) or the Service Desk Services after September 30, 2012, or (ii) the Print Services after June 30, 2012 shall, following such dates, be by mutual agreement of the Parties and deemed to be New Services.

2.5.11.3 Except as otherwise mutually agreed by the Parties, in connection with the EUS/SD Reverse Transition, Company shall be obligated to either, at its option, purchase or take assignment of the leases for the Supplier-provided Standard Network Printers (i) listed on Attachment 4-H to this Exhibit 4 plus (ii) any additional Standard Network Printers that are purchased by Supplier at Company’s request during the period from the Amendment No 7 Effective Date until completion of the EUS/SD Reverse Transition. For clarity, any arrangement between Company and the lessor that relieves Supplier of its obligations to its Subcontractor InfoPrint for termination fees or wind-down expenses with respect to such Standard Network Printer shall be a deemed to satisfy Company’s obligation under this Section with respect to such Standard Network Printer.

2.5.11.3.1 The purchase price for each Standard Network Printer shall equal (i) the cost of such Standard Network Printer model plus the cost of additional installed features, in each case, as set forth for each Standard Network Printer in Attachment 4-H to this Exhibit 4 (Standard Network Printer Buyout Pricing), less (ii) the total straight-line depreciation over a period of 5 years beginning on the installation date of such Standard Network Printer, as shown in Attachment 4-H to this Exhibit 4 (Standard Network Printer Buyout Pricing). Company will be financially responsible for applicable taxes for the purchase of the Standard Network Printers.

2.5.11.3.2 At least 60 days before the effective date of the removal of the Print Services from the scope of the Services pursuant to the EUS/SD Reverse Transition, Company may benchmark the Standard Network Printer pricing set forth in Attachment 4-H to this Exhibit 4 (Standard Network Printer Buyout Pricing). Company may obtain quotations for the then-current purchase price of the Standard Network Printer models and features (for “new” Equipment only). If a Standard Network Printer model is no longer commercially available, Company may obtain a quotation for a model of the same brand with equivalent or greater features and specifications. Subject to Supplier’s right to verify the validity of Company’s quotation to verify its accuracy and actual availability, if Company obtains a quotation that is less than the price set forth in Attachment 4-H to this Exhibit 4, Supplier agrees to use such quotation in the calculation of the purchase price of the Standard Network Printers pursuant to Section 2.5.11.3.1.

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2.5.11.3.4 If Company takes an assignment of the leases for the Standard Network Printers, Supplier or its Agent will assign the leases for such Standard Network Printers to Company as of the effective date of removal of Print Services from Supplier’s scope of Service pursuant to the EUS/SD Reverse Transition Plan, and Company shall assume the obligations under such leases that relate to periods after such date. Company’s costs for such assignment shall not exceed (subject to adjustments for the actual assignment dates) the prices set forth in Attachment 4-H to Amendment No. 7 (Standard Network Printer Lease Estimates). Company will be financially responsible for applicable taxes for the assignment of the Standard Network Printer leases. The Parties acknowledge that leases in respect of certain Standard Network Printers located outside of the United States identified in Attachment 4-H to this Exhibit 4 may not be assignable to Company. If Company requests to take assignment of any such leases, Supplier shall use commercially reasonable efforts to effect such assignment; provided that, if such efforts are not successful, Company shall be obligated to purchase the applicable Standard Network Printers pursuant to Section 2.5.11.3. The Parties acknowledge that the leases for the Standard Network Printers exclude the costs for the installed features and Company shall purchase such installed features pursuant to Section 2.5.11.3.1

2.6. Other Financial Terms Related to Reverse Transition.

2.6.1. In connection with the Reverse Transition, Supplier agrees to provide a one-time credit to Company in the amount of $[*] upon the Amendment No. 7 Effective Date.

2.6.2. Effective June 1, 2011 until December 31, 2011, Supplier shall provide Company a monthly credit related to Tangoe IPV Services in the amount of $[*].

2.6.3. The Parties acknowledge that Attachment 4-G was modified in connection with Amendment No 7. The Parties agree that the Base Charges for Towers (other than Application Hosting Services) set forth Attachment 4-G shall be applied retroactively to January 1, 2011.

2.6.4. Where Supplier has prepaid for a service or function for which Company is assuming financial responsibility in connection with the Reverse Transition, Company shall refund to Supplier, upon either Party identifying the prepayment, that portion of such prepaid expense that is attributable to periods on or after the RT Commencement Date. If Company should receive a refund, credit or other rebate for goods or services previously paid for by Supplier, Company shall promptly notify Supplier of such refund, credit or rebate and shall promptly pay the full amount of such refund, credit or rebate, as the case may be, to Supplier.

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3.0 RESOURCE UNITS

3.1. General

3.1.1. This section 3.0 describes the Resource Unit categories applicable to the Services. The Base Charge for each Resource Unit is set forth in Attachment 4-G (Supplier Pricing Forms) and consists of the volume of Resource Units reflected by the applicable Resource Baseline set forth in Attachment 4-D (Resource Baselines).

3.1.2. Resource usage for each Resource Unit shall be measured in accordance with a methodology mutually agreed to by the Parties.

3.1.3. The monthly Charges for any Services provided for less than a full month shall be prorated on a per diem basis based on the number of days the applicable Services are provided by Supplier to Company in the relevant month. This proration of Charges applies to Base Charges, Variable Charges, and Market Softness adjustments as outlined in section 2.5.8.

3.1.4. Attachment 4-B (Financial Responsibility Matrix) sets forth the Parties’ financial responsibility with respect to Personnel, Equipment, Software, and Facilities

3.1.5. Cross-Functional Services shall not have a separate Resource Unit or Base Charge. The Charges for the Cross-Functional Services are included in the Resource Unit Charges for each Resource Unit. Upon the AHS Commencement Date, Cross Functional services are priced separately in Attachment 4-G to Exhibit 4.

3.2. Application Hosting Services

3.2.1. The Application Hosting Services billable Resource Units are defined as “Operating System Instances”.

3.2.1.1. One Resource Unit shall equal one (1) running, Operating System kernel process or image that manages the following:

3.2.1.1.1. All of a discrete subset of the Application Server’s persistent storage (disk), volatile storage (memory) and central processing units; and

3.2.1.1.2. A single list of processes (process table).

3.2.1.2. Depending on the Application Server’s hardware configuration, one or more Operating System Instance(s) may run on a single Application Server.

3.2.1.3. Each Operating System Instance in a clustered configuration (nodes) shall be deemed to be a discrete Operating System Instance.

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3.2.1.4. Labor for the installation, integration, test and de-installation of standard configuration midrange Servers and Operating System Instances required to perform the Services in accordance with the Service Levels are included in the Operating System Instance Charge.

3.2.1.5. The Operating System Instance Resource Unit shall consist of the following categories by Operating System type and then by Service Level, each such category having a Base Charge set forth in Attachment 4-G (Supplier Pricing Forms) and Baseline set forth in Attachment 4-D (Resource Baselines):

3.2.1.5.1. Windows Operating System Instance, consisting of three (3) Resource Units: Critical Service Level; High Service Level; Standard Service Level.

3.2.1.5.2. Unix (Solaris) Operating System Instance, consisting of three (3) Resource Units: Critical Service Level; High Service Level; Standard Service Level.

3.2.1.5.3. Linux Operating System Instance, consisting of three (3) Resource Units: Critical Service Level; High Service Level; Standard Service Level.

3.2.1.5.4. AS400 (OS400) Operating System Instance, consisting of three (3) Resource Units: Critical Service Level; High Service Level; Standard Service Level.

3.2.1.5.5. OpenVMS Operating System Instance, consisting of three (3) Resource Units: Critical Service Level; High Service Level; Standard Service Level.

3.2.1.5.6. Other UNIX (HP-UX, IRIX, True64) Operating System Instance, consisting of three (3) Resource Units: Critical Service Level; High Service Level; Standard Service Level.

3.2.2. “Usable Disk Storage TBs – Shared” shall be a Resource Unit for the Application Hosting Services. Resource usage shall be measured as the aggregate number of allocated shared disk storage terabytes.

Usable Disk Storage TBs—Shared refers to a storage unit that is “virtual” in its connection and allows for an entire network of servers to share/utilize the same storage device.

One Useable Disk Storage TB—Shared equals 1,000,000,000,000 bytes equals one Resource Unit.

The Usable Disk Storage TBs—Shared Resource Unit shall be categorized into four (4) tiers of service, each having a Base Charge set forth in Attachment 4-A (Supplier Pricing Forms) and Baseline set forth in Attachment 4-D (Resource Baselines):

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3.2.2.1. Tier 1 – Virtualized SAN Attached (DS8300)

Performance: Highest Performance

Data Protection—Raid level: Raid 1, Raid 10

Annual Uptime: 99.999%

Remote Copy Service: (Peer-to-Peer Remote Copy – Disaster Recovery Geographical data replication)

Local Copy Service: Flash Copy

Data Type: Mission Critical Application Data

Description: Supplier shall use Virtualized DS8300 SAN Attached Storage for Tier 1. The Virtualization will be provided by an IBM SAN volume controller. Supplier shall back the DS8300 by 146GB 15K RPM disks. Combined this will offer the highest I/O Rate.

3.2.2.2. Tier 2 – Virtualized SAN Attached (DS8300)

Performance: High Performance

Data Protection Raid Level: Raid 1, Raid 5, Raid 10

Annual Uptime: 99.99%

Local Copy Service: Flash Copy

Data Type: Non-Mission Critical Application Data

Description: Supplier shall use Virtualized DS8300 SAN Attached Storage for Tier 2. The Virtualization will be provided by an IBM SAN volume controller. Supplier shall back the DS8300 by 450GB 15K RPM disks. Combined this will offer a high I/O Rate, while providing more data density than Tier 1.

3.2.2.3. Tier 3 – Network Attached Gateways (NetApps/IBM N Series)

Performance: Good Performance

Data Protection Raid Level: Raid 5

Annual Uptime: 99.9%

Local Copy Service: Flash Copy

Data Type: File Data and Application Data requiring NFS/CIFS Supplier shall use IBM N Series (or equivalent Network Appliance) N7900 NAS Gateways in the US. Supplier shall back the NAS Gateways by DS8300 Storage. This will allow provisioning of storage from Enterprise Class backend storage without the cost of purchasing a traditional NAS Solution.

3.2.2.4. Tier 4 – Tape Storage (IBM TS3500 LTO4)

Performance: 120 MB/s LTO4

Availability: Enterprise Tape

Data Type: Backup and Archiving

Supplier shall utilize tape backups using IBM TS3500 LTO4 technology at Supplier’s Data Centers. This will provided high performance and advanced features such as path failover to increase availability. Additional features

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such as hardware-based tape encryption will ensure data security. Supplier shall continue to manage Company’s existing legacy Advanced Digital Information Corp. (ADIC) libraries at Company’s premise until refresh. Supplier shall then refresh such libraries with comparable Supplier tape libraries.

3.2.3. “Utility Server Support & Infrastructure” shall be a Resource Unit for the Application Hosting Services. Services associated with this Resource Unit consist of file/print infrastructure services, domain services (DNS, WINS, domain controllers, active directory, DHCP), enterprise security (firewall, authentication, anti-virus, intrusion detection), and enterprise gateways (FTP, SMTP, etc.).

3.2.3.1. Resource usage for this Resource Unit shall be measured as the aggregate number of End User LAN Attached Devices, which consists of the sum of the following End User Computing Resource Units: Standard Laptops, Standard Desktops, Standard Unix Workstations, Tablets, and Standard Networked Printers.

3.2.4. “Web Hosting Instances” shall be a Resource Unit for the Application Hosting Services. The Services associated with this Resource Unit consist of the incremental support required for web hosting products such as the types listed in Exhibit 8 (Technical Architecture and Product Standards), hosted on an Operating System Instance (including the Services described in Exhibit 2.3 (Application Hosting Services). Resource usage for this Resource Unit shall be measured as the number of Operating System Instances hosting a Web Hosting product. The Web Hosting Instance Resource Unit charge is incremental to the Operating System Instance charge. The Web Hosting Instance Resource Unit shall consist of sub-categories corresponding to the Operating System Instance Service Level sub-categories described in Section 3.2.1.5 (i.e., Critical, High, Standard), each such sub-category having a Base Charge set forth in Attachment 4-G (Supplier Pricing Forms) and Baseline set forth in Attachment 4-D (Resource Baselines).

3.2.5. “Middleware Instances” shall be a Resource Unit for the Application Hosting Services. The Services associated with this Resource Unit consist of the incremental support for each Middleware product such as those listed in Exhibit 8 (Technical Architecture and Product Standards), and hosted on an Operating System Instance. Resource usage for this Resource Unit shall be measured as the number of instances of a Middleware product hosted on an Operating System Instances. A single Operating System Instance may host one or more Middleware Instances. The Middleware Instance Resource Unit Charge is incremental to the Operating System Instance Charge.

3.2.6. “Oracle Database Instances” shall be a Resource Unit for the Application Hosting Services. The Services associated with this Resource Category consist of the incremental support for each Oracle database hosted on an Operating

AMGEN & IBM Confidential E-4 – Page 16 of 52

System Instance (including the Services described in Exhibit 2.3 (Application Hosting Services), Section 5.0 (Database Support Services)). Resource usage for this Resource Unit shall be measured as the number of databases hosted by an Operating System Instance. A single Operating System Instance may host one or more Database Instances. The Database Instance Resource Unit Charge is incremental to the Operating System Instance Charge. Additional Database Instance Resource Units shall be implemented through the Change Control Procedure.

3.2.7. “SQL Database Instances” shall be a Resource Unit for the Application Hosting Services. The Services associated with this Resource Category consist of the incremental support for each SQL and other Non-Oracle database hosted on an Operating System Instance (including the Services described in Exhibit 2.3 (Application Hosting Services), Section 5.0 (Database Support Services)). Resource Usage for this Resource Unit shall be measured as the number of databases hosted by an Operating System Instance. A single Operating System Instance may host one or more Database Instances. The Database Instance Resource Unit Charge is incremental to the Operating System Instance Charge. Additional Database Instance Resource Units shall be implemented through the Change Control Procedure.

3.3. Managed Network Services

3.3.1. Managed Network Services shall consist of the following billable Resource Units:

3.3.1.1. “WAN Sites” Supplier’s charges for the following WAN Site billable Resource Units include all Charges for WAN Site Services, hardware and Software (such hardware and Software, subject to Attachment 4-B, Financial Responsibility Matrix) at the Sites listed in Exhibit 7 (Sites), but shall exclude all Transport-related costs associated with the WAN Sites. WAN Sites are defined below:

3.3.1.1.1. “WAN Site Type 1” shall be a Resource Unit. One Resource Unit shall equal one (1) WAN Site Type 1. Site Type 1 shall mean a WAN Site with Site Code A such as a Backbone Site.

3.3.1.1.2. “WAN Site Type 2” shall be a Resource Unit. One Resource Unit shall equal one (1) WAN Site Type 2. Site Type 2 shall mean a WAN Site with Site Code B/C/D such as a Regional Site-Medium/Regional Site-Small/Regional Office.

3.3.1.2. “Tier 1 Hub (distribution layer)” shall be a Resource Unit. One Resource Unit shall equal one (1) Network Distribution Level Switch which has one or more of the following characteristics:

3.3.1.2.1. Includes network switching hardware and Software;

AMGEN & IBM Confidential E-4 – Page 17 of 52

3.3.1.2.2.   Typically includes network routing hardware and Software for VLAN routing;

3.3.1.2.3.   Implements network VLAN routing and traffic policy via ACL’s;

3.3.1.2.4.   Aggregates Access (User) Level network switch connectivity to the core LAN;

3.3.1.2.5.   Connects to the LAN core devices for Company’s campus locations, and

3.3.1.2.6.   Connects to WAN edge devices for Company’s smaller regional sites.

3.3.1.3. “Handsets-Digital” shall be a Resource Unit. One Resource Unit shall equal one (1) digital handset port. As of June 1, 2011, this service was removed from Supplier scope and is no longer applicable.

3.3.1.4. “Handsets-Analog” shall be a Resource Unit. One Resource Unit shall equal one (1) analog handset port. As of June 1, 2011, this service was removed from Supplier scope and is no longer applicable.

3.3.1.5. “PBX Port” shall be a Resource Unit. One Resource Unit shall equal one (1) PBX or KTS Port (i.e., a station port, a trunk port, or an auxiliary port that is used to connect fax machines or modem lines) that is active on the date of Resource Unit measurement. A PBX (Private Branch Exchange) Port or KTS Port (Keyphone Telephone System) shall mean a port on a telephone switch that an analog or digital phone can connect to. “PBX Port” shall not include any auxiliary line from the telco central office that does not connect through a PBX or KTS. A PBX or KTS Port is considered active when it is installed and authorized for use by Company. As of June 1, 2011, this service was removed from Supplier scope and is no longer applicable.

3.3.1.5.1. “Small Systems” contain Nortel 11C PBX types (in North America) and are a function of the number of Digital and Analog Ports attached.

3.3.1.5.2. “Medium Systems” contain Nortel 61C PBX types (in North America) and are a function of the number of Digital and Analog Ports attached.

3.3.1.5.3. “Large Systems” contain Nortel 81C PBX types (in North America) and are a function of the number of Digital and Analog Ports attached.

3.3.1.6. “Voice Install / Move / Add / Change” (IMAC) shall be a Resource Unit. One Resource Unit shall equal one (1) Voice IMAC. A “Voice IMAC” shall mean any activity in the voice environment related to a single original service request for the physical installation, move, add, or change to the voice equipment and related Software. One IMAC event could include one

AMGEN & IBM Confidential E-4 – Page 18 of 52

or more visits to the applicable work location. Changes initiated by Supplier to any part of the infrastructure or computing environment owned and managed by Supplier are not considered an IMAC. An IMAC event must be initiated and authorized by a Company end user. Soft IMACs are not a billable event. As of June 1, 2011, this service was removed from Supplier scope and is no longer applicable.

3.3.1.7. “Video Conference Room” shall be a Resource Unit. One Resource Unit shall equal one (1) Video Conference Room. A “Video Conference Room” shall mean a conference room with video conferencing capabilities that is supported by Supplier on the date of Resource Unit measurement. Services include installation support for equipment and Network connections, end user assistance and training as defined in Exhibit 2, address book maintenance, and other Services as indicated in the Statement of Work. This Resource Unit does not include Transport related costs.

3.3.1.8. “Call Center Seat” shall be a Resource Unit. One Resource Unit shall equal one (1) Call Center Seat. A “Call Center Seat” shall mean one active physical station, located in a Company call center and supporting an agent located at such a call center. A Call Center Seat is considered active when installed and authorized for use by Company. Charges for this Resource Unit consist of all costs associated with providing Call Center Services, other than Voice and Data Carrier Services. As of June 1, 2011, this service was removed from Supplier scope and is no longer applicable.

3.3.1.9. “Pagers” shall be a Resource Unit. One Resource Unit shall equal one (1) Pager device that is in service on the date of Resource Unit measurement.

3.4. LAN Services

3.4.1.   The LAN Services billable Resource Units shall consist of the following:

3.4.1.1. “LAN Attached Device” shall be a Resource Category. One Resource Unit for this Resource Category shall equal one (1) active network port. This Resource Unit is used to recover costs related to the support of the LAN environment.

3.4.1.2. “VoIP” shall be a Resource Category. One Resource Unit for this Resource Category shall equal one (1) VoIP (Voice over Internet Protocol) phone that is active on the date of Resource Unit measurement. A VoIP phone is considered active when it is installed and authorized for use by Company. As of June 1, 2011, this service was removed from Supplier scope and is no longer applicable

AMGEN & IBM Confidential E-4 – Page 19 of 52

3.4.1.3. “Wireless Access Point” shall be a Resource Category. One Resource Unit for this Resource Category shall equal one (1) Wireless Access Point that is active on the date of measurement. A Wireless Access Point shall mean a device used to enable wireless connectivity for desktops and laptops to Company’s Network. A Wireless Access Point is considered active when it is installed and activated for use and authorized for use by Company.

3.4.2. Each of the LAN Services Resource Units shall be classified into the following LAN Site types, each having a separate Base Charge and Baseline for each Resource Unit:

3.4.2.1. “LAN Site Type 1” shall mean a LAN Site with Site Code A such as a backbone Site.

3.4.2.2. “LAN Site Type 2” shall mean a LAN Site with Site Code B/C/D such as a Regional Site-Medium/Regional Site-Small/Regional Office.

3.4.2.3. “LAN Site Type 3” shall mean a LAN Site with Site Code E such as an Office/Business Partner Site.

3.4.3. “100 MB Interface” shall be a Resource Unit. One Resource Unit shall equal one (1) 100 MB Interface that is active on the date of measurement. An Interface shall be an active Interface at a LAN Site. An Interface is considered active when it is installed and activated for use, connected via wiring to equipment or a physical xxxx xxxx and authorized for use by Company.

3.4.4. “10 GB Interface” shall be a Resource Unit. One Resource Unit shall equal one (1) 10 GB Interface that is active on the date of measurement. An Interface shall be an active Interface at a LAN Site. An Interface is considered active when it is installed and activated for use, connected via wiring to equipment or a physical xxxx xxxx and authorized for use by Company.

3.4.5. “GIG_E Interface” shall be a Resource Unit. One Resource Unit shall equal one (1) GIG_E Interface that is active on the date of measurement. An Interface shall be an active Interface at a LAN Site. An Interface is considered active when it is installed and activated for use, connected via wiring to equipment or a physical xxxx xxxx and authorized for use by Company.

3.4.6. USTO WAP CISCO 3502E shall be a resource Unit. One Resource Unit shall equal 1 Wireless access point (WAP) installed in Xxxxxxxx Xxxx XX 0000X dual-band Access Point (no more than 4 external antennas per WAP). WAPs in this RU only do not include Refresh.

3.4.7. USTO WAP CISCO 3502I (internal Antenna) shall be a resource Unit. One resource Unit shall equal 1 Wireless access point (WAP) installed in Xxxxxxxx Xxxx XX 0000X dual-band Access Point. WAPs in this RU only do not include refresh.

AMGEN & IBM Confidential E-4 – Page 20 of 52

3.5. End-User Computing Services (EUC)

3.5.1. The End-User Computing Services billable Resource Units shall consist of the following:

3.5.2. “Standard Desktop” shall be a Resource Unit. One Resource Unit shall equal one (1) Standard Desktop device. A “Standard Desktop” shall mean a personal computer (PC) that is not designed and engineered for portability. It will consist of a central processing unit, memory, storage, an external keyboard, pointing device and external monitor and will generally be positioned in a fixed location. Standard Desktops run Company’s defined standard operating environment, and the hardware and Software meet Company’s defined standard configurations and architecture.

3.5.3. “Standard Laptop” shall be a Resource Unit. One Resource Unit shall equal one (1) Standard Laptop device. A “Standard Laptop” shall mean a portable PC configuration that is designed and engineered as transportable. It consists of a central processing unit, memory, storage, built-in keyboard, pointing device and a built-in monitor. A Standard Laptop is frequently transported by users and will run in a variety of locations including but not limited to the office, home, Company Sites and other temporary accommodation. A docking station and external monitor as specified by the agreed standard configuration, often support a Laptop. “Standard Laptops” are those laptops that run Company’s defined standard operating environment, and the hardware and Software meet Company’s defined standard configurations and architecture.

3.5.4. “Standard Unix Workstation” shall be a Resource Unit. One Resource Unit shall equal one (1) Standard Unix Workstation. A “Standard Unix Workstation” shall mean a computer configuration that is not designed and engineered for portability consisting of one or more processors, memory, storage, external keyboard, pointing device and monitor and generally located in a fixed location. A Standard Unix Workstation will run under the Unix operating environment. A single individual typically uses a Standard Unix Workstation. Standard Unix Workstations run Company’s defined standard operating environment, and the hardware and Software meet Company’s defined standard configurations and architecture.

3.5.5. “Standard Handheld Devices” shall be a Resource Unit. One Resource Unit shall equal one (1) Standard Handheld Device. A “Handheld Device” shall mean any wireless handheld personal digital assistant or personal computing device that are designed and engineered for portability.

3.5.6. “Tablets” shall be a Resource Unit. One Resource Unit shall equal one (1) Tablet device that is in service on the date of Resource Unit measurement

3.5.7. “Nextels” shall be a Resource Unit. One Resource Unit shall equal one (1) Nextel device that is in service on the date of Resource Unit measurement. As of January 1, 2011, this service was removed from Supplier scope and is no longer applicable.

AMGEN & IBM Confidential E-4 – Page 21 of 52

3.5.8. “Standard Network Printer” shall be a Resource Unit. One Resource Unit shall equal one (1) Standard Network Printer device. A Standard Network Printer shall mean any printing device that is connected to an End User Computing device via Company’s network and is shared by more than one user or End User Computing device. Standard Network Printer hardware and software meet Company’s defined standard configurations and architecture.

3.5.9. “Print Pages Black & White—Billable” shall be a Resource Unit. Resource usage shall be measured as the aggregate number of black and white pages of printed output, measured in thousands of pages, produced by Supplier for Company for the applicable measurement period. A “Print Page” shall mean one 8.5-inch by 11-inch sheet of printed output, initiated by Company, for which printing is managed by Supplier during the calendar month of measurement. For avoidance of doubt, output printed in “two up” format on a 17-inch by 11-inch sheet of paper, perforated to allow for two 8.5-inch by 11-inch sheets of paper (each of which otherwise satisfies the definition of Print Page) shall constitute two Print Pages.

3.5.9.1. Print utilization will be measured using the printer meter counts or other mutually agreeable substitute.

3.5.9.2. Print Pages will not include print resource usage such as system management reports and printed output associated with Supplier error.

3.5.9.3. One thousand pages of print equal one RU.

3.5.9.4. Company shall be financially responsible for printer consumables, including paper and staples, except that Supplier shall be financially responsible for toner and ink consumables.

3.5.10. “Print Pages Color—Billable” shall be a Resource Unit. Resource usage shall be measured as the aggregate number of color pages of printed output, measured in thousands of pages, produced by Supplier for Company for the applicable measurement period. A “Print Page” shall mean one 8.5-inch by 11-inch sheet of printed output, initiated by Company, for which printing is managed by Supplier during the calendar month of measurement. For avoidance of doubt, output printed in “two up” format on a 17-inch by 11-inch sheet of paper, perforated to allow for two 8.5-inch by 11-inch sheets of paper (each of which otherwise satisfies the definition of “Print Page”) shall constitute two Print Pages.

3.5.10.1. Print utilization will be measured using the printer meter counts or other mutually agreeable substitute.

3.5.10.2. Print Pages will not include print resource usage such as system management reports and printed output associated with Supplier error.

3.5.10.3. One thousand pages of print equal one RU.

AMGEN & IBM Confidential E-4 – Page 22 of 52

3.5.10.4. Company shall be financially responsible for printer consumables, including paper and staples, except that Supplier shall be financially responsible for toner and ink consumables.

3.5.11. “EUC IMACs” shall be a Resource Unit. One Resource Unit shall equal one (1) install, move, add or change for any authorized PC, workstations, parts, and peripherals used by Company at any Company location covered by this Agreement in accordance with the definitions below. Only activities that are initiated by Company and require a desk-side visit are classified as an EUC IMAC (e.g. Supplier initiated IMACs, automated Software installations/updates and remote installs would not be considered an IMAC).

3.5.11.1. Listed below are definitions for an Install / Move / Add / Change.

3.5.11.1.1. “Install” is the initial installation of a hardware system and / or hardware or software components that require a physical site visit. “Install” shall mean the addition of any end user hardware, with pre-installed and/or automatically installable Software, or shared resources to the environment, connecting to the applicable network and verifying general working conditions of the hardware and/or Software. The Installation service assumes that the specific Install location is pre-wired for all network connectivity. Transfer of data and re-Installation of Software from one end user device to a replacement device are considered part of the same IMAC covering the Installation. Any temporary replacements deployed while equipment is being repaired will not be considered an IMAC.

3.5.11.1.2. “Move” shall consist of de-Installing an Authorized User computing device from its present location and Installing the same device at an alternative location. Such de-Installation shall include disconnecting all system components, including electrical and network connectivity cords, and preparing the device for transportation. Plans, execution, and costs for inter-site transport of authorized products from the de-Installation location to the re-Install location are not included in the standard move Service. Any intra-site transport is included as part of the standard move Service.

3.5.11.1.3. “Add/Change” shall mean any modification made to the hardware or Software of the Authorized User devices covered by the Agreement. An Add/Change includes system hardware reconfigurations such as changing memory, internal boards, and peripheral devices. For Software, an Add/Change includes installing or deleting specific Software applications, Installing different revisions of existing Software, and reconfiguring existing Software on the Authorized User’s device. An Add/Change shall include testing of the modified system and any required action to ensure proper function of the modified system.

AMGEN & IBM Confidential E-4 – Page 23 of 52

3.5.11.2. The following rules shall apply to the counting of EUC IMACs:

3.5.11.2.1. Singularity. Each IMAC request shall be counted as only one Resource Unit.

3.5.11.2.2. Inclusion of end-to-end scope. A single IMAC shall include all activities described below as relating to such IMAC.

3.5.11.2.3. Replacements and Cascades. The replacement of a technology asset (i.e., Installation of a new technology asset and removal of the existing technology asset is called a “Replacement”), at the same Company Site and within the same approximate time period, shall constitute a single IMAC, as applicable.

(i) For example, if an Authorized User is relocated, the removal of that Authorized User’s existing Desktop from its existing work area, and the placement of a workstation in the Authorized User’s new work area, only constitutes one IMAC, as long as the existing location and new location are at the same Site and the Replacement is within the same approximate time period.

3.5.11.3. The “Cascade” of one or more devices shall be treated as a series of one or more IMACs, optionally terminating with a single Install, with each IMAC (and the Install if applicable) counting as a single IMAC, as applicable . The following is an example of a Cascade involving IMACs and 4 four (4) Authorized Users where the first three (3) Authorized Users already have a Desktop: (A) a new Desktop is Installed for Authorized User 1 and Authorized User 1’s existing Desktop is removed; this counts as one IMAC; (B) the Desktop removed from Authorized User 1 is Moved and Installed for Authorized User 2 and Authorized User 2’s existing Desktop is removed; this counts as one IMAC; (C) the Desktop removed from Authorized User 2 is Moved and Installed for Authorized User 3 and Authorized User 3’s existing Desktop is removed; this counts as one IMAC; and (D) the Desktop removed from Authorized User 3 is Installed for Authorized User 4 (who did not already have a Desktop), this counts as one IMAC. The total number of IMACs for this Cascade is 4 (i.e., 3 Replacements plus 1 Add), so long as all Authorized Users are at the same Site and the removal and installations of the cascaded Desktops are within the same approximate time period.

3.5.12 Effective January 16, 2011, Supplier shall invoice and Company shall pay a monthly Charge of $[*] representing payment for Supplier’s provision of ten (10) FTEs related to the International Generalist End User Support model. This payment is included in Base Charges for End User Services set forth in Attachment 4-G to Exhibit 4.

3.5.13 Supplier shall maintain the following staffing levels for the performance of the End User Services commencing on the effective date of Amendment No. 7 until June 30, 2012:

AMGEN & IBM Confidential E-4 – Page 24 of 00

XXX Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxxx		[*]
International		[*]
Total		[*]

3.6. Service Desk

3.6.1. The Service Desk Services billable Resource Units shall consist of the following:

3.6.1.1. “Service Desk Seat” shall be a Resource Unit. One Resource Unit shall equal one (1) Standard Desktop, or one (1) Standard Laptop, or one (1) Tablet. Resource usage shall be measured as the aggregate number of Standard Desktops, Standard Laptops and Tablets Resource Units measured pursuant to Section 3.5 above.

3.6.2 Company agrees to pay $[*] per month related to Field Service Desk scope effective January 16, 2011 as set out in Attachment 4-G. No ARC/RRC shall apply during the period that the billing is occurring.

3.7. Projects

3.7.1. Project Services billable Resource Units are defined as follows:

3.7.2. A Project is a discrete unit of work that does not recur on a regular or periodic basis that has the following characteristics:

3.7.2.1. Has a defined start and end date; and

3.7.2.2. Has been requested and approved (including any use of FTEs included in the Base Charges) by Company in writing; and

3.7.2.3. Is not an inherent, necessary or customary part of the Services described in the Statement of Work; and

3.7.2.4. Is not required to be performed by Supplier to meet the existing Service Levels (other than Service Levels related to Project performance); and

3.7.2.5. May consist of or include work that would otherwise be treated as New Services; and

3.7.2.6. Is not otherwise part of the Services to be provided within the Base Charges; and

3.7.2.7. Requires more than [*] hours of time.

AMGEN & IBM Confidential E-4 – Page 25 of 52

3.7.3. The Base Charges include the number of FTEs set forth in Section 3.7.3.6 (such FTEs shall be referred to as “Dedicated FTEs” hereafter) for use on Projects subject to the Change Order Process if the current amount of work assumed by these Dedicated FTEs increases. Supplier’s use of the Dedicated FTEs must be pre-approved in writing by Company. The Charges for the Project Services will first be applied against such Dedicated FTEs. Project FTEs in excess of such Dedicated FTEs must be approved in writing by Company. Additionally, Supplier shall not assign to a Project Supplier Personnel who provide BAU Services without the prior written approval of Company. Project Services Charges will be charged to Company as specified in this Section 3.7 and as follows:

3.7.3.1. “Project FTE Day” shall be a Resource Unit. One Resource Unit shall equal one (1) Project FTE Day. The number of Project FTE Days will be determined based on the following guidelines.

3.7.3.2. In order to support the Company in charging back to its business units Project-related costs for the Dedicated FTEs included in the Base Charges, the Company and Supplier have agreed to the following process.

3.7.3.2.1. In the case that the total hours worked by Supplier FTEs on approved Projects in any month is greater than or equal to Total Included Project Hours, then the charge for each such FTE that performed approved Project work posted during such month shall be calculated by multiplying the number of hours the FTE actually performed approved Project work by the applicable rate (the “Monthly Project Resource Charge”). The sum of the Monthly Project Resource Charges for all Supplier resources that performed approved Project work during the subject month shall then be divided by the total number of hours of approved Project work performed by these Supplier resources during the subject month (the “Monthly Blended Project Resource Rate”). The Monthly Blended Project Resource Rate will then be multiplied by the Total Included Project Hours to get the Monthly Project Charge Adjustment. The Monthly Project Charge Adjustment will be applied as a credit to the Base Charges. Each Monthly Project Resource Charge will be included in the PO for the applicable Project.

3.7.3.2.2. In the case that the total hours worked by Supplier FTEs on approved Projects in any month is less than Total Included Project Hours, Section 3.7.3.2.1 shall apply, except the amount credited to Base Charges shall be the total Monthly Project Resource Charge and not the Monthly Project Charge Adjustment.

3.7.3.2.3. Definitions:

“Total Project Business Hours” means [*] hours per week for a [*] week month or [*] per week for a [*] week month as specified in IBM’s Labor CLAIM system.

“Total Included Project Hours” means the number of Project hours included in the Base Charges.

AMGEN & IBM Confidential E-4 – Page 26 of 52

Total Included Project Hours per Month = (Total Project Business Hours for the month) x (Number of Project Resources included in Base Charges)

“Number of Project Resources included in Base Charges” is the number of Dedicated FTEs.

“Monthly Project Charge Adjustment” means the amount to be credited to Base Charges calculated as described in Section 3.7.3.2.1

Example 1

For illustrative purposes, assume that the following Supplier resources worked these hours during the calendar month of May:

Month

Project Name

Supplier Resource Name

Total # of Hours Worked

FTE Type (Tier Level)

Day Rate Card Rate

Hourly Rate Card Rate

Monthly Project Resource Charge

May 2009

Project A

Resource #1

100

Type 2 -Onshore

$

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #2

10

Type 1 - Landed

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #3

500

Type 2 -Offshore

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #4

100

Type 3 -Onshore

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #5

30

Type 5 -Onshore

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #6

200

Type 3 -Landed

$

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #7

100

Type 2 -Offshore

$

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #8

100

Type 2 - Landed

$

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #9

210

Type 2 -Offshore

$

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #10

10

Type 5 -Onshore

$

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #11

20

Type 4 -Offshore

$

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #12

30

Type 3 - Landed

$

[*]

$

[*]

$

[

*]

May 2009

Project A

Resource #13

40

Type 3 - Landed

$

[*]

$

[*]

$

[

*]

Total: 1,450

Total: $ [*]

AMGEN & IBM Confidential E-4 – Page 27 of 52

May 2009

Project B

Resource #1

10

Type 2 - Onshore

$

[*]

$

[*]

$

[

*]

May 2009

Project B

Resource #6

50

Type 3 - Landed

$

[*]

$

[*]

$

[

*]

May 2009

Project B

Resource #10

100

Type 5 - Onshore

$

[*]

$

[*]

$

[

*]

May 2009

Project B

Resource #11

300

Type 4 - Offshore

$

[*]

$

[*]

$

[

*]

Total: 460

Total: $[*]

Total Included Project Hours per Month = (Total Project Business Hours for the month) x Number of project resources included in base fees = [*] Business Hours for May 2009 x [*] Dedicated FTEs= [*] hours

Total number of hours of RFS work performed for the month of May 2009: 1,910 hours

Total Monthly Project Resource Charge: Total from table = ($[*]+ $[*]) = $[*]

Monthly Blended Project Resource Rate: $[*]/ 1,910 hours= $[*]/ hour

Monthly Project Charge Adjustment = (Total Project FTE Hours Included in May 2009 Base Charge) x (Monthly RFS Blended Rate) = (1,620 hours) x ($[*]/hour) = $[*]

May 2009 Adjusted Monthly Project Charge = (Monthly Project Resource Charge) – (Monthly Project Charge Adjustment) = ($[*]) – ($[*]) = $[*]

In this example, the June 2009 invoices for each applicable Project would reflect the applicable Monthly Project Resource Charges and the June 2009 invoice for Base Charges would reflect a $[*] credit, resulting in the net amount due for Project work of $[*]

For illustrative purposes only, attached as Attachment 2 hereto is the revised Exhibit 4 to the Agreement, reflecting the foregoing amendment.

3.7.3.3. With respect to those days where the resource performed less than the applicable Minimum Chargeable Hours of Project Work, the number of Project FTE Days shall be derived by totaling all Project Hours performed in such days, and dividing the result by the applicable Minimum Chargeable Hours. For example, assume that in a given month, a resource performs at least the applicable Minimum Chargeable Hours (i.e., [*] Project Hours) of Project work on ten (10) days and performs a total of seventy (70) Project Hours of Project work during other days. In this case, Supplier will invoice Company for [*] Project FTE Days [*] at the applicable Project FTE Day rate.

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3.7.3.4. Travel expenses are not included in the Project FTE rates. Travel expenses shall be invoiced as a Pass-through Expense and shall be reasonable, Company approved, invoiced as occurred at actual expense, and conform to Company Policies.

3.7.3.5. Company shall not incur any Resource Unit utilization for the following costs, time, or activities: (i) Project Services performed by Supplier without having received all of the required Company approvals; (ii) costs for Project resources to perform Project scoping activities; (iii) non-productive time (whether or not conducted on Company’s premises), such as holidays, vacation time, sick leave, time spent consuming meals, or other personal time; (iv) education, training, travel, administrative or management time (e.g., Supplier internal meetings, internal reporting, time and expense accounting, performance reviews, knowledge transfer, etc.); (v) internal Supplier process implementation work (i.e., not specifically required for a Company initiated Project); and (vi) time spent for skilled personnel brought in by Supplier to mentor Supplier personnel.

3.7.3.6. Dedicated FTE proration.

During the period beginning in the month that Base Charges first become payable under Section 2.5, the Dedicated FTEs will be phased in based on each Tower achieving Go-Live in accordance with Section 2.5 of this exhibit. The following outlines the FTEs that will be included for each tower at that time:

• Application Hosting – [*] FTEs

• Managed Network Services – [*] FTEs

• End User Services – [*] FTEs

During the period beginning on June 1, 2011until the completion of the EU/SD Reverse Transition, the number of Dedicated FTE’s will be reduced as follows :

		Pre 6/1/2011		6/1/2011		AED		AHS CD		EUS CD
Application Hosting		[*]		[*]		[*]		[*]		[*]
Managed Network Services		[*]		[*]		[*]		[*]		[*]
End User Services		[*]		[*]		[*]		[*]		[*]
Total Project FTEs		[*]		[*]		[*]		[*]		[*]

* AHS and EUS CD defined as when Supplier no longer invoices Company tower base fees

** AED = Amendment 7 Effective Date

3.7.4. “Project FTE Days” shall be classified by “Tier” in accordance with the following criteria (collectively the “FTE Criteria”):

3.7.4.1. Technical Currency – This criterion reflects the breadth of technical knowledge of the Tier FTE across various technology programs/packages.

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3.7.4.2. IT Experience – This criterion reflects the relevant experience of the Tier FTE in infrastructure / information technology.

3.7.4.3. Project Skills – This criterion reflects the level of project implementation knowledge and training of the Tier FTE.

3.7.4.4. Client Skills – This criterion reflects the ability of the Tier FTE to communicate and work effectively with clients.

3.7.4.5. Scarcity – This criterion reflects the relative scarcity of the skills of the Tier FTE in the marketplace.

3.7.5. “Type 1 FTE” shall be a Resource Category. One Resource Unit for this Resource Category shall equal one (1) Tier I FTE Day satisfying the following requirements with respect to the FTE Criteria.

3.7.5.1. Technical Currency – Basic understanding of few technologies

3.7.5.2. IT Experience – Typically up to 12 months

3.7.5.3. Project Skills – Task responsibility

3.7.5.4. Client Skills – Limited

3.7.5.5. Scarcity – N/A

3.7.6. “Type 2 FTE” shall be a Resource Category. One Resource Unit for this Resource Category shall equal one (1) Tier II FTE Day satisfying the following requirements with respect to the FTE Criteria.

3.7.6.1. Technical Currency – Basic understanding of several technologies

3.7.6.2. IT Experience – Typically up to 12 months

3.7.6.3. Project Skills – Training in project management methodology

3.7.6.4. Client Skills – Good

3.7.6.5. Scarcity – N/A

3.7.7. “Type 3 FTE” shall be a Resource Category. One Resource Unit for this Resource Category shall equal one (1) Tier III FTE Day satisfying the following requirements with respect to the FTE Criteria.

3.7.7.1. Technical Currency – Comprehensive understanding of several technologies

3.7.7.2. IT Experience – Typically 2 – 6 years

3.7.7.3. Project Skills – project management skills

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3.7.7.4. Client Skills – Good

3.7.7.5. Scarcity – N/A

3.7.8. “Type 4 FTE” shall be a Resource Category. One Resource Unit for this Resource Category shall equal one (1) Tier IV FTE Day satisfying the following requirements with respect to the FTE Criteria.

3.7.8.1. Technical Currency – Comprehensive understanding of several technologies

3.7.8.2. IT Experience – Typically 6—10 years

3.7.8.3. Project Skills – Senior project management skills

3.7.8.4. Client Skills – Very good

3.7.8.5. Scarcity – Market driven

3.7.9. “Type 5 FTE” shall be a Resource Category. One Resource Unit for this Resource Category shall equal one (1) Tier V FTE Day satisfying the following requirements with respect to the FTE Criteria.

3.7.9.1. Technical Currency – Comprehensive understanding of several technologies

3.7.9.2. IT Experience – Typically greater than 10 years

3.7.9.3. Project Skills – Program manager skills

3.7.9.4. Client Skills – Excellent

3.7.9.5. Scarcity – Market driven

4.0 ADDITIONAL AND REDUCED RESOURCE CHARGES (ARCS AND RRCS)

4.1. Supplier shall track the number of Resource Units actually utilized by Company during each calendar month of the Term for each Resource Category. Each month, Supplier shall provide such information for each calendar month to Company with the reconciliation for such month against the Resource Baselines contained in Attachment 4-D.

4.2. ARC – Additional Resource Charge: Supplier will provide the Additional Resource Charges (ARCs) for any additional resources utilized and authorized by Company above the Resource Baselines for the applicable month.

4.2.1. If the quantity of Resource Units consumed by Company in a calendar month for a Resource Category is greater than the applicable Monthly Baseline Volume for such Resource Category and calendar month, then an Additional

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Resource Charge or “ARC” shall be calculated for such Resource Category and calendar month using the following formula:

ARC = (A x B); where:

A = The number of such Resource Units actually utilized by Company during such calendar month in excess of such Monthly Baseline Volume;

B = The corresponding ARC rate for such Resource Category and such calendar month, as set forth in Attachment 4-G, Supplier Pricing Forms.

4.3. RRC – Reduced Resource Credit: Supplier will provide the Reduced Resource Credits (RRCs) for reduced utilization of a Resource Unit by Company below the Resource Baseline for the applicable month.

4.3.1. If the quantity of Resource Units consumed by Company in a calendar month for a Resource Category is less than the applicable Monthly Baseline Volume for such Resource Category and calendar month, then a Reduced Resource Credit or “RRC” shall be calculated for such Resource Category and calendar month using the following formula:

RRC = (A x C); where:

A = The number of such Resource Units actually utilized by Company during such calendar month below such Monthly Baseline Volume;

C = The corresponding RRC rate for such Resource Category and such calendar month, as set forth in Attachment 4-G Supplier Pricing Forms (Monthly Unit Rates -ARCs/RRCs).

4.4. The unit rates for ARCs and RRCs will be equal, unless expressly set forth in Attachment 4-G.

4.5. The ARC and RRC rates for each Resource Unit shall be subject to a volume band of plus or minus [*]% of the global Baseline set forth in Attachment 4-D or an applicable Local Country Agreement, with the exception of Data Carrier Pricing excluding Remote Access. Data Carrier Pricing excluding Remote Access shall not be subject to a volume band around ARC and RRC rates. If actual Resource Unit volume for a Resource Category is above or below such band for [*] or more consecutive months, the Parties shall negotiate an equitable adjustment to the pricing for such Resource Unit (including the Base Charges, Baseline and ARC/RRC rates), in good faith, to be reflective of the actual volume of Services provided by Supplier to Company and the requirement or ability of Supplier to add or shed costs in connection with such volume change based on a competitive “utility” cost model; provided, however, that if the Parties agree to set a Resource Unit Baseline and associated Base Charge to zero (0), then such equitable adjustment to the Charges shall provide for a reallocation of the fixed costs (the maximum as determined by taking the Base Charges for that Resource Unit, less the ARC/RRC rate times the associated Resource Baseline Volume) that were included in such Base Charge to the Base Charges

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for other applicable Resource Units under the Agreement. During such renegotiation, the then-current pricing shall continue to apply, including the ARCs and RRCs; provided, however, that the renegotiated pricing agreed upon pursuant to this Section shall be applied retrospectively to the end of the [*] consecutive month period, unless otherwise agreed by the Parties.

4.6. In connection with Company’s in-sourcing or re-sourcing of the Services, Company must maintain during the Term a minimum volume of Services corresponding to total net Charges (Base Charges plus ARCs minus RRCs) equaling at least [*] percent of the Base Charges as set forth in Attachment 4-G (Supplier Pricing Forms) (adjusted during the Term for any terminations of Service Towers) for the Network Services Tower (consisting of Managed Network Services, Voice and Data Carrier Services and LAN Services Charges), the “Minimum Revenue Commitment”) for the remainder of the Contract Year in which such in-sourcing or re-sourcing occurs and for each Contract Year thereafter. Supplier shall notify the Company of any failure to satisfy such Minimum Revenue Commitment and, within 30 days of such notice, the Parties shall renegotiate the relevant terms of the Agreement, in good faith, to resolve such condition. During such renegotiation, RRC amounts resulting from in-sourcing or re-sourcing below the applicable Minimum Revenue Commitment shall not apply. If the Parties are unable, or are reasonably unlikely, to agree to terms to resolve such condition within six months, Company shall promptly terminate the entire Agreement or the affected Service Towers to the extent necessary to ensure that the Minimum Revenue Commitment is satisfied for the remainder of the Term, in accordance with Section 29.2 (Termination for Convenience) of the Agreement. For the avoidance of doubt, there is no minimum revenue commitment applicable to Services other than the Network Services Tower.

4.7 ARCs and RRCs will not apply for any Service Tower prior to [*]. ARCs and RRCs for the Application Hosting Services Tower will not apply from [*]. ARCs and RRCs for the End User Services and Service Desk Towers will not apply from [*]. In the event that the AHS Commencement Date does not occur on or prior to October 7, 2011, Company and Supplier agree to engage the executive governance processes to negotiate in good faith adjustments to the Charges and/or scope of the Services in order to address the impact of then-current scope and volumes of the applicable Services using, to the extent reasonable, pricing applicable to such Services.

5.0 FOREIGN EXCHANGE

5.1. Foreign Exchange (FX) Rate Adjustment

5.1.1. Supplier will calculate and Company will confirm calculation of an adjustment to the Base Charges and ARC/RRC rates, as defined below, based upon movements in the underlying currency rates for such Charges.

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5.1.2. Beginning in January, 2010, the FX adjustments will be calculated and applied in accordance with the procedure and definitions set forth in Section 5.2 and 5.3 of this Exhibit 4. Company and Supplier agree that there will be no FX adjustments made to the Charges in calendar years 2008 or 2009. Supplier will notify Company of the FX adjustment for each calendar year in which FX applies on or before December 10^th of the preceding calendar year prior to implementation of such changes. In the event that Supplier does not notify Company within this notice period, FX will not apply for the coming calendar year.

5.2. Definitions

Year is the year in which the foreign exchange rate change adjustment (“FXRCA”) as defined in this Section 5.2 is calculated.

Prior year is the year prior to the year in which the FXRCA is calculated.

For the Agreement, Currency Pair is defined as (1) INR:USD, (2) ARS:USD, (3) ZAR:USD. The Currency Pairs applicable to each Local Country Agreement shall be set forth in each such Local Country Agreement.

The Base Foreign Exchange Rate (“BFER”) for each Currency Pair is the exchange rate that was used by Supplier to establish the Charges as agreed between Company and Supplier and such BFERs for the US/Global Agreement for each Currency Pair are set forth in Attachment 4-G.

Actual Foreign Exchange Rate (“AFER”) will be determined on November 28^th of the Prior Year as quoted on Bloomberg for each currency pair. If November 28^th is not a business day, the closest business day prior to November 28^th shall be used. In the event that Bloomberg no longer provides foreign exchange rates, Company and Supplier will mutually agree to an alternative source for the AFER.

Foreign Exchange Sensitivity (“FES”) for each Currency Pair is the pre-determined ratio, agreed between Supplier and Company, of the percentage of Services that will be provided by Supplier’s Offshore Location delivery operations corresponding to such Currency Pair to Company. While Supplier may vary the actual sourcing of the supply of Services, the table below will not be amended except in accordance with the schedule defined in Section 5.1. The FES by Sub-Tower for the US/Global Agreement are set forth in Attachment 4-G.

5.3. Calculations

5.3.1. For each Currency Pair, the Foreign Exchange Rate Change Adjustment Percentage (“FXRCA Percentage”) will be determined by Supplier and provided to Company on or before December 10^th of the preceding calendar year prior to implementation of such changes in accordance with the following formula.

FXRCA Percentage = (BFER - AFER) / AFER

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5.3.2. For each Currency Pair, no FXRCA shall be applied unless the absolute value of the FXRCA Percentage is greater than (i) during the Initial Term, five percent (5%), or (ii) during the Renewal Terms, zero percent (0%) ((i) or (ii), the “FXRCA Deadband”).

5.3.3. For each Currency Pair, the FXRCA shall be applied to all Base Charges and ARC/RRC rates for the applicable calendar year for which the FES applicable to such Charges is greater than zero:

If the FXRCA Percentage is greater than the FXRCA Deadband:

FXRCA = Charge x FES x (FXRCA Percentage – FXRCA Deadband )

If the FXRCA Percentage is less than 0 minus the FXRCA Deadband

FXRCA = Charge x FES x (FXRCA Percentage + FXRCA Deadband )

Adjusted Charge = Original Charge + FXRCA

5.4. Revisions to the FES

The FES will not be revised except in accordance with the following schedule. In June 2011, June 2013 and each year thereafter, Supplier and Company may mutually agree a Revised FES, if necessary, based upon the current and anticipated percentage of services that will be provided by each of the Supplier’s foreign operations to the Company. Any Revised FES, will be used for the calculations in Section 3 beginning in January of the following calendar year.

6.0 PASS-THROUGH EXPENSES

6.1. Pass-Through Expenses means the actual costs for Services that are invoiced to Supplier and to be paid by Company without any xxxx-up or Supplier fees Supplier will pay the invoice if Company approves and invoice Company for such expenses. Supplier will provide Company the original Third Party invoice.

6.2. Company shall be financially responsible for the actual amounts of Pass-Through Costs.

7.0 INCENTIVES TO REDUCE COSTS

7.1. Supplie

r shall explore and identify to Company opportunities to improve the Services and reduce the cost of Services being provided under the Agreement.

7.2. Supplier will advise Company’s IT management of each such opportunity that is identified and estimate the required investments and potential savings. Each opportunity will be implemented subject to the Change Control Procedure.

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8.0 SUPPLIER FINANCIAL RESPONSIBILITIES

8.1. Equipment Leases and Maintenance

8.1.1. Supplier shall have financial responsibility (as of the Go-Live Date unless otherwise set forth in Attachment 4-B) for the Company Equipment leases, and any associated maintenance agreements, in each case existing as of the Effective Date, for the types of Equipment identified as the Supplier’s responsibility in the Current Asset column of Attachment 4-B (Financial Responsibility Matrix). Such leased Company Equipment as of the Effective Date is set forth in Exhibit 10A (Equipment Assets), and such associated maintenance agreements as of the Effective Date are set forth in Exhibit 11 (Third Party Contracts). If Company has pre-paid any amounts connected with such leases, the Supplier will reimburse or credit Company for these amounts

8.2. System Software Licenses and Maintenance

8.2.1. Supplier shall have financial responsibility (as of the Go-Live Date unless otherwise set forth in Attachment 4-B) for the types of Third Party System Software licenses, and any associated maintenance agreements, that are identified as Supplier’s responsibility in Attachment 4-B (Financial Responsibility Matrix) to the extent necessary to provide the Services. A list of current Software is provided in Exhibit 10B (Software Assets), and summary Third Party Contract information is provided in Exhibit 11 (Third Party Contracts).

8.2.2. If Company has pre-paid any Charges under such license for a time period for which Supplier has financial responsibility under the Agreement, Supplier will reimburse or credit Company for these amounts.

8.3. Application Software Licenses and Maintenance

8.3.1. Supplier shall have financial responsibility (as of the Go-Live Date unless otherwise set forth in Attachment 4- B) for the types of Third Party Application Software licenses, and any associated maintenance agreements, that are identified as Supplier’s responsibility in the asset allocation columns of Attachment 4-B (Financial Responsibility Matrix) to the extent necessary to provide the Services. A list of current Software is provided in Exhibit 10B (Software Assets), and summary Third Party Contract information is provided in Exhibit 11 (Third Party Contracts).

8.3.2. If Company has pre-paid any Charges under such license for a time period for which Supplier has financial responsibility under the Agreement, Supplier will reimburse or credit Company for these amounts.

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8.4. Upgrades and Additional Equipment and Software

8.4.1. Supplier shall be financially responsible (as of the Go-Live Date unless otherwise set forth in Attachment 4-B) for all Equipment and Software upgrades, Refresh, and additions, in each case, as identified as Supplier’s responsibility in Attachment 4-B, Financial Responsibility Matrix.

9.0 ADJUSTMENTS FOR INFLATION AND DEFLATION

9.1. Beginning on January 1, 2010, Supplier shall apply an adjustment to the Base Charges and ARC/RRC Rates based upon economic changes (an “Economic Change Adjustment” or “ECA”). All other Charges shall be fixed and firm during the term.

9.1.1. The ECA is based upon both the Inflation Index as defined below in Section 9.2 and the Inflation Sensitivity Index as defined below in Section 9.3. The ECA will be applied on a prospective basis. Supplier will notify Company of the impact of the ECA adjustment for each calendar year for which ECA applies on or before December 1st of the preceding calendar year prior to implementation of such changes. In the event that Supplier does not notify Company within this notice period, ECA will not apply for the coming calendar year.

9.1.2. The ECA for each calendar year shall be calculated by comparing the Inflation Index for the month of October, 2008 (the “Base Year Index”) to the Inflation Index for the October prior to such calendar year for which ECA is being calculated (“Actual Inflation”). If Actual Inflation is equal to or less than the Base Year Index, then no ECA is due. If Actual Inflation is greater than the Base Year Index, the ECA shall be calculated as follows:

ECA Factor = [(Actual Inflation – Base Year Index) / Base Year Index] x Inflation Sensitivity Factor

ECA = Applicable Charges x ECA Factor

9.1.3. Example (US):

Assumptions for example purposes only:

Effective Date – October 15, 2008

Commencement Date – January 1, 2009

Inflation Sensitivity = 80%

Monthly Base Charge = $250,000

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		2008		2009		2010
October Inflation Index		175 (Base Year Index)		180		170

calendar year 2010

ECA applies (beginning January 1, 2010) since Actual Inflation (180) is greater than the Base Year Index (175)

ECA Factor = (180 – 175) / 175 x 80% = 0.0229

ECA = $250,000 x 0.0229 = $5,714

calendar year 2011

No ECA is due since Actual Inflation (170) is less than the Base Year Index (175)

9.2. The Inflation Index shall be a government published index which reflects movements in a broad-based consumer focused price index.

9.2.1. For the US, the Inflation Index shall be the unadjusted Consumer Price Index, as published in the Summary Data from the Consumer Price Index News Release by the Bureau of Labor Statistics, U.S. Department of Labor, For All Urban Consumers (“CPI-U”). In the event the Bureau of Labor Statistics stops publishing the CPI-U, (or substantially changes their respective content or format), Company and Supplier will substitute another comparable index published at least annually by a mutually agreeable source. If the Bureau of Labor Statistics merely redefines the base year for the CPI-U from 1982-84 to another year, Company and Supplier will continue to use the applicable Inflationary Index but will convert the Previous Year’s Index by using a mutually agreed upon conversion formula.

9.2.2. The Inflation Index applicable to each Local Country Agreement shall be as set forth in such Local Country Agreement.

9.3. The Inflation Sensitivity Index is defined as the portion or percentage of Supplier Charges that are inflation sensitive, as set forth in Attachment 4-G, Supplier Pricing Forms.

9.4. There shall be no adjustments for inflation applied to any of the Data or Voice Carrier Charges (Detail Base Chgs (Carrier) and ARC & RRC – Carrier Tabs of Exhibit 4-G).

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10.0 CHANGES TO RESOURCE BASELINES

10.1. Company may, once per year for each Tower, elect to add or remove a Resource Unit for purposes of re-allocating the Charges under the Agreement without changes in scope provided in such event the aggregate Monthly Base Charges for all Resource Units within a Tower shall not be changed as a result of such re-allocation. Company may elect this change to Resource Units for areas where the environment is changing at such a rate that the existing Resource Units may not best represent the environment.

10.2. Upon notice by Company of such election, the Parties shall promptly negotiate in good faith and agree upon an appropriate adjustment to the Charges in accordance with the Change Control Procedures, including revised Monthly Base Charges, ARC Rates and RRC Rates, Resource Baselines and Resource Baseline Bands for the applicable Resource Units, provided in such event the aggregate Monthly Base Charges for all Service Categories within the affected Tower shall not be changed as a result of such re-allocation.

10.3. If Company’s changes pursuant to the above require that Supplier recalculate Monthly Base Charges for more than [*] percent ([*]%) of the Resource Units (i.e., measured by named Resource Units, and not by Actual Volume of the Resource Units) in any year, Supplier’s effort in recalculating the Monthly Base Charges, ARC Rates and RRC Rates, Resource Baselines and Resource Baseline Bands for the quantity above [*]% will be handled as a Project.

11.0 OMITTED THIRD PARTY CONTRACTS

11.1. Supplier will be financially responsible for the Third Party Contracts in accordance with the terms of the Agreement, including Exhibit 11 (Assigned and Managed Contracts).

11.2. During the Transition Period, Supplier shall use commercially reasonable efforts to assist Company in the identification of any additional Third Party contracts (“Omitted Third Party Contracts”). Supplier shall assume financial responsibility for such Omitted Third Party Contracts identified to the extent that Supplier would have to procure or provide the type of services covered by such Omitted Third Party Contract in order for Supplier to properly perform the Services (but only up to the amount that Supplier would have incurred under its own agreement or its provision of the applicable services), except to the extent Supplier has made a commitment under its own contract or implemented its solution for such services for the performance of the Services for Company, which commitment or implementation cannot be cancelled without incurring an expense unless Company agrees to reimburse Supplier for such expense.

11.3. Company shall not have any obligation to keep in effect any Omitted Third Party Contract for which Supplier has notified Company that Supplier will not assume financial responsibility, and may at its option terminate such contract without limiting Supplier’s obligations for providing the Services.

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11.4. The omission of In-Scope Third Party Contracts from Exhibit 11 and other errors in designation of Third Party Contracts as being In-Scope or out-of-scope of Supplier’s responsibility shall not be interpreted to alter the allocation of responsibilities as expressly set forth in Exhibit 11, and nothing in Exhibit 11 or Attachment 4-B shall be interpreted to require Supplier to assume financial or operational responsibility with respect to any Omitted Third Party Contract, except as provided in this Section 11.

12.0 CHARGEBACK

12.1. Company intends to make Authorized Users more accountable for their use of IT resources by use of a chargeback system. Supplier will draw on their knowledge of best practices in this area to support Company in the implementation of such a system. At a minimum, Company anticipates the need to have Supplier provide detailed billing data by business unit, by project, by unit of consumption, with the ability to track usage by major Application and Authorized User.

13.0 RESOURCE BASELINE VALIDATION PROCESS

13.1. As part of the Transition Services, Supplier shall conduct a wall-to-wall inventory of existing Company Equipment and adjust the applicable Resource Baselines in Attachment 4-D and the associated Base Charges based upon the results of such wall-to-wall inventory in accordance with this Section 13.0.

13.2. Upon completion of the wall-to-wall inventory, Supplier shall document any Resource Baselines that shall require adjustment due to any volume variances from the volumes determined through the wall-to-wall inventory. Such documentation shall describe, for each affected Resource Baseline, the amount of the proposed adjustment, including supporting documentation from the wall-to-wall inventory.

13.3. Supplier shall review with Company the results of the wall-to-wall inventory, including the proposed adjustments and supporting documentation.

13.4. Upon agreement of the Parties to the proposed adjustments, the Parties shall amend Attachment 4-D (Resource Baselines) to reflect such agreed to adjustments to the Resource Baseline Volumes. In addition, the Parties shall amend Attachment 4-G (Supplier Pricing Forms) with updated Base Charges reflective of the adjusted Resource Baseline volumes in the amended and restated Attachment 4-D (Resource Baselines). Such adjustments to the Base Charges shall be calculated by applying the applicable ARC/RRC rates to any increase or decrease in volumes from the prior Baseline volumes set forth in Attachment 4-D (Resource Baselines); provided, however, that if any proposed adjustment to a Resource Baseline volume is greater than or equal to twenty-five percent of such Resource Baseline volume, then the Parties shall adjust the Resource Baseline and Base Charges in accordance with the process set forth in Section 4.0 of this Exhibit 4.

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13.5. Until the adjustment process set forth above is completed and implemented, Supplier shall invoice only the Base Charges as defined in Section 2.0 and originally set forth in Attachment 4-G (Supplier Pricing Forms), with no variable ARC/RRC Charges except for ARCs in connection with net new Equipment; provided, however, that the amended Base Charges shall be applied retroactively to the later of (1) the date that Supplier provides the results of the wall-to-wall inventory and proposed volume adjustments to Company, or (2) the Commencement Date.

14.0 SUPPLIER COMMITMENTS

14.1. Responsibility For Changes. In accordance with Section 4.2(A) of the Agreement, and without limiting Company’s right of approval under Section 17.6 of the Agreement (Change Management) of the Agreement, unless otherwise set forth in the Agreement or otherwise expressly approved by Company, Supplier shall bear all Charges, fees and costs associated with any change to Company’s environment requested and made by Supplier for its convenience (“Supplier Requested Changes”), including all Charges, fees and costs associated with (i) the design, installation, testing and implementation of such change, (ii) any modification or enhancement to, or substitution for, any impacted Company processes or associated Materials, Equipment, System or Services, (iii) any increase in the cost to Company of operating, maintaining or supporting any impacted Company process or associated Materials, Equipment, System or Services and (iv) any increase in Resource Unit usage resulting from such change.

14.1.1. Supplier’s removal of Company’s SONET connectivity shall be deemed a Supplier Requested Change and subject to Section 14.1.

14.2. INTENTIONALLY LEFT BLANK

14.3. INTENTIONALLY LEFT BLANK

14.4. For any Third Party Contracts identified in Exhibit 11 that have been identified as being required for Company to retain beyond the Go-Live Date and for which such Third Party Contract is required by Supplier to perform the Services as defined, Supplier shall reimburse Company on a monthly basis at Company’s actual cost for each such Third Party Contract that Company is required to retain. The reimbursement set forth in this Section 14.4 applies to any such Services included in any Base Charge payable under Section 2.5.2.2 but shall not apply to any such Services included in any Base Charge payable pursuant to Section 2.5.2.1.

15.0 OTHER

15.1. INTENTIONALLY LEFT BLANK

15.2. INTENTIONALLY LEFT BLANK

15.3. INTENTIONALLY LEFT BLANK

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16.0 CARRIER CHARGES

16.1. General

16.1.1. This section 16.0 describes the Resource Unit categories applicable to the Data and Voice Carrier Services. The unit pricing for each Resource Unit are set forth in Attachment 4-G (Supplier Pricing Forms) in each of the “Carrier Rate Card” tabs associated with each Local Country Agreement. An estimate of the total Charges are included in Attachment 4-G (Supplier Pricing Forms), which correspond to the volume of Resource Units reflected by the applicable Resource Baseline set forth in Attachment 4-D (Resource Baselines).

16.1.2. The monthly Charges for any month during the Term that include less than a full month of Services shall be prorated on a per diem basis based on the number of days the applicable Services are provided by Supplier to Company in the relevant month.

16.2. Voice & Data Carrier Resource Units:

16.2.1. The Voice and Data Carrier Services billable Resource Units shall consist of Resource Units listed in the “Carrier Rate Card” tabs of Attachment 4-G. The estimated baselines for such Resource Units are set forth in Attachment 4-D.

16.2.1.1. Data – Carrier Services: Data Carrier Services consist of the following billable Resource Units:

16.2.1.1.1. AT&T MPLS Network: The MPLS solution utilizes AT&T’s Virtual Private Network, AVPN, in the United States and IP enabled Frame Relay, IPeFR, for other countries. There are four primary pricing elements that apply to a MPLS service. These are: access loops, MPLS port, Class of Service (CoS) and Committed Data Rate (CDR).

16.2.1.1.2. MPLS AVPN – U.S. Sites

• MPLS Access: AVPN access is the local channel that connects Company’s Site to the AVPN port in Supplier’s Subcontractor’s (herinafter AT&T’s) MPLS network. (NOTE: Access loops for Supplier’s Boulder location are provided on Supplier’s private access facilities.)

• MPLS Port: Provides access to bandwidth on AT&T’s MPLS backbone network.

AMGEN & IBM Confidential E-4 – Page 42 of 52

• MPLS CDR: COS Package Multimedia Standard Service provides a specified total Committed Data Rate (CDR) with Class of Service (COS) routing capabilities which supports COS1, COS2, COS3 and COS4. Supplier, through AT&T, will provide 10% of the port bandwidth for use as COS1.

16.2.1.1.3. MPLS IPeFR/ATM International

• MPLS Access: Is the local channel that connects the customer site to the IPeFR/ATM port in the AT&T’s MPLS network.

• MPLS Port (same as IPeFR/ATM port): Provides access to bandwidth on AT&T’s MPLS backbone network outside the United States.

• MPLS CDR: IPeFR/ATM ePVC (enhanced Permanent Virtual Circuit): Provides a specified total Committed Data Rate (CDR) with Class of Service (COS) routing capabilities which supports COS1, COS2, COS3 and COS4. AT&T will provide 10% of the port bandwidth per site for use as COS1.

16.2.1.2. Domestic – Local Access: This section describes the point to point (P2P) circuits (voice and data) and voice local access T-1s for long distance within the US. P2P T-1s are provided to connect one Site’s PBX (voice system) to another Site’s PBX. Voice T1 Circuit –Access Loops are provided to connect a Site to AT&T’s Long distance Services Network. The long distance Services enables a Site to make long distance and international calls via AT&T’s Long Distance services

16.2.1.2.1. OC3 Point to Point circuits: Circuits for data replication and clustering between the two primary Supplier U.S. Data Centers.

• Access Loop: is a local channel from Company’s Site to AT&T’s POP. The access is based on mileage. Two local access loops are required for each point to point circuit. The access loops for Supplier’s Boulder location are provided on private access facilities. OC3 circuits are custom engineered and priced.

• Inter-Office Channel (IOC): is the portion of the circuit that runs from AT&T’s POP to AT&T’s POP and connects to Domestic Data Local Access to provide service between Company Sites. The channels are priced based on mileage.

16.2.1.2.2. Voice T1 Circuits: – Voice T1 access circuits (with PRI feature) for the U.S. Sites as well as voice T1 point to point circuits .

• Access Loop: is a local channel from Company’s Site to an AT&T POP. The access is based on mileage. Two local access loops are required for each point to point circuit. The access loops for IBM Boulder are provided on private access facilities. One access loop is required to connect to the AT&T Long Distance Network

AMGEN & IBM Confidential E-4 – Page 43 of 52

• “Inter-Office Channel” (IOC): is the portion of a P2P circuit that runs from AT&T POP to AT&T POP and connects to Domestic Data Local Access to provide service between Company Sites. The channels are priced based on mileage.

16.2.1.3. Internet: Provides connectivity to Internet ports on the AT&T IP backbone. The Charges include the local access for these Services. The Access Loops for Supplier’s Boulder location are provided on private access facilities.

Charges include the following usage:

• US: OC3 ports include 100Mb usage (usage in excess will be billed monthly);

• US: DS3 ports include 30Mb usage (usage in excess will be billed monthly);

• UK: 34Mb; and

• Australia: 10Mb.

16.2.1.4. “AVTS”: is AT&T’s VPN Tunnel Service used to provide remote access services to single users and SOHO sites (includes Remote Access, Internet VPN site, and Extranet/B2B VPN connections)

16.2.1.4.1. AVTS – Remote Access (AP, EMEA and US)

• Dial users: U.S. users have 150 hours per month flat-rate plan; EMEA and AP users have 50 hours per month per user.

• Business to Business, BB, users with IPSec: The service is used with broadband (e.g., cable, DSL) or dial access. The service is used when IPSec encryption is required. The Charges represent the AT&T Netclient Software for BB users.

• BB users with SSL: are Broadband (e.g., cable, DSL) or dial access. The service is used when SSL encryption is required. The Charges represent the SSL Windows Agent Software.

• SSL CPE: is the equipment used by a BB user with SSL to complete a connection over an SSL encrypted tunnel. The Charges represent the SSL VPN termination equipment at hub site.

16.2.1.5. AVTS – Internet VPN (AP, EMEA and US): AVTS SOHO CIOS/ASA 5505 is the equipment provided at the Company’s Site to provide site-to-site tunneling capability over the Internet. The access circuit (DSL, ADSL 1.5M/384k or Global MIS 256kb as specified) will be used for access to the Internet. (GMIS=Global Managed Internet Service) The Charges include a managed router at the remote Site.

AMGEN & IBM Confidential E-4 – Page 44 of 52

16.2.1.6. AVTS – Extranet (Business to Business) VPN: AVTS SOHO CIOS/ASA 5505 CPE for business partner site. Internet circuit not included at remote Site.

16.2.1.7. AVTS – VPN hub equipment:

16.2.1.7.1. US AVTS HIGH END HUB SITE CONNECTION (Cisco ASA 5550): Hub site connection is an IPSec Tunnel Server used to complete an IPSec encrypted tunnel.

16.2.1.7.2. US AVTS STANDARD HUB SITE CONNECTION (Cisco ASA 5540): Hub site connection is an IPSec Tunnel Server used to complete an IPSec encrypted tunnel.

16.2.1.7.3. US AVTS 3RD PARTY REMOTE OFFICE CONNECTION: Third party remote office connection is an IPSec Tunnel Server at hub site used to complete an IP Sec tunnel. Used to support Company’s U.S. Sites on Internet VPN.

16.2.1.7.4. UK AVTS Branch/Small Hub SIG CPE: Hub/SIG is an IPSec Tunnel Server at hub site used to complete an IPSec connection. Used by remote access users.

16.2.1.7.5. UK AVTS Sub-Remote CIOS/ASA 5505 (25 tunnels) CPE for ISP: CIOS/ASA 5505 is the hub site equipment required to provide site to site tunneling capability over the internet. Used for Internet VPN connections at Company’s Sites and business partners.

16.2.1.7.6. Australia AVTS Remote ASA CPE (5510) for ISP: CIOS/ASA 5510 is the hub site equipment required to provide site to site tunneling capability over the internet. This is used for remote access.

16.2.1.8. Voice – Carrier Services:Voice Carrier Services consist of the following billable Resource Units:

16.2.1.8.1. “Interstate Voice”.

Supplier’s charges shall include all Carrier-related costs for interstate voice calls in the United States and shall be measured as the aggregate number of call minutes per month for each of the types of Interstate Voice calls. Following are the Interstate Voice Resource Units:

16.2.1.8.2. “Interstate Toll Free” shall be a Resource Unit. One Resource Unit shall equal one (1) Interstate Toll Free minute. Resource Units consist of the Carrier Services Charges for each of the following connectivity options:

AMGEN & IBM Confidential E-4 – Page 45 of 52

16.2.1.8.2.1. “Domestic Voice – Interstate Inbound Dedicated” “Switched – Dedicated” refers to the aggregate number of call minutes per month for service transported over public switched network that is terminated at a Company Site over dedicated access and where the ends of the call are in different states.

16.2.1.8.2.2. “Domestic Voice – Interstate Inbound Switched” “Switched – Switched” refers to the aggregate number of call minutes per month for service transported over the public switched network that is terminated at a Company Site over switched access and where the ends of the call are in different states.

16.2.1.8.3. “Interstate Outbound” shall be a Resource Unit. One Resource Unit shall equal one (1) Interstate Outbound minute. Resource Units consist of the Carrier Services Charges for each of the following connectivity options:

16.2.1.8.3.1. “Domestic Voice – Interstate Outbound Fully Connected” “Dedicated – Dedicated” refers to the aggregate number of call minutes per month where the service is transported over the public switched network that is provided via dedicated access on both the originating and terminating ends and for which both ends of the call are in different states.

16.2.1.8.3.2. “Domestic Voice – Interstate Outbound Ded” “Switched – Dedicated” refers to the aggregate number of call minutes per month for service transported over public switched network that is terminated at a Company Site over dedicated access and where the ends of the call are in different states.

16.2.1.8.3.3. “Domestic Voice – Interstate Outbound Switched” “Switched – Switched” refers to the aggregate number of call minutes per month for service transported over the public switched network that is terminated at a Company Site over switched access and where the ends of the call are in different states.

16.2.1.8.4. “Interstate Switched Digital” shall be a Resource Unit. One Resource Unit shall equal one (1) Interstate Switched Digital minute. Resource Units consist of the Carrier Services Charges for each of the following connectivity options: [Note: all of the following call types are considered to be one call type in the Charges. Furthermore, the call type referenced above is also included in this one call type – Domestic Data Switched Digital 56/65K.]

AMGEN & IBM Confidential E-4 – Page 46 of 52

16.2.1.8.4.1. “Domestic Data Switched Digital 56/64K” “Dedicated – Dedicated” refers to the aggregate number of call minutes per month where the service is transported over a public switched digital network that is provided via dedicated access on both the originating and terminating ends and for which both ends of the call are in different states.

16.2.1.8.4.2. “Domestic Data Switched Digital 56/64K” “Switched – Dedicated” refers to the aggregate number of call minutes per month for service transported over a public switched digital network that is terminated at a Company Site over dedicated access and where the ends of the call are in different states.

16.2.1.8.4.3. “Domestic Data Switched Digital 56/64K” “Switched – Switched” refers to the aggregate number of call minutes per month for service transported over a public switched digital network that is terminated at a Company Site over switched access and where the ends of the call are in different states.

16.2.1.8.5. “Intrastate Voice”

Supplier’s Charges shall include all Carrier-related costs for intrastate voice calls in the United States and shall be measured as the aggregate number of call minutes per month for each of the types of Intrastate Voice calls. Following are the Intrastate Voice Resource Units:

16.2.1.8.5.1. “Outbound Inter-LATA (Local Access and Transport Area)” shall be a Resource Unit. One Resource Unit shall equal one (1) Outbound Inter-LATA minute, per state, in the United States. Resource Units consist of the Carrier Services Charges for each of the following connectivity options:

16.2.1.8.5.1.1. “Domestic Voice – Intrastate Ded to Ded” “Dedicated – Dedicated” refers to the aggregate number of call minutes per month where the service is transported over the public switched network that is provided via dedicated access on both the originating and terminating ends and for which both ends of the call are in different LATA but the same state.

16.2.1.8.5.1.2. “Domestic Voice – Intrastate Dedicated Outbound – interLATA” “Switched – Dedicated” refers to the aggregate number of call minutes per month for service transported over public switched network that is terminated at a Company Site over dedicated access and where the ends of the call are in different LATA but the same state.

AMGEN & IBM Confidential E-4 – Page 47 of 52

16.2.1.8.5.1.3. “Domestic Voice – Intrastate Switched Outbound – interLATA “ “Switched – Switched” refers to the aggregate number of call minutes per month for service transported over the public switched network that is terminated at a Company Site over switched access and where the ends of the call are in different LATA but the same state.

16.2.1.8.5.2. “Outbound Intra-LATA (Local Access and Transport Area)” shall be a Resource Unit. One Resource Unit shall equal one (1) Outbound Intra-LATA minute, per state, in the United States. Resource Units for this resource category consist of the Carrier Services Charges for each of the following connectivity options:

16.2.1.8.5.2.1. “Domestic Voice – Intrastate Ded to Ded” “Dedicated – Dedicated” refers to the aggregate number of call minutes per month where the service is transported over the public switched network that is provided via dedicated access on both the originating and terminating ends and for which both ends of the call are in different LATA but the same state.

16.2.1.8.5.2.2. “Domestic Voice – Intrastate Dedicated Outbound – intraLATA” “Switched – Dedicated” refers to the aggregate number of call minutes per month for service transported over public switched network that is terminated at a Company Site over dedicated access and where the ends of the call are in different LATA but the same state.

16.2.1.8.5.2.3. “Domestic Voice – Intrastate Switched Outbound – intraLATA “Switched – Switched” refers to the aggregate number of call minutes per month for service transported over the public switched network that is terminated at a Company Site over switched access and where the ends of the call are in different LATA but the same state.

16.2.1.8.5.3. “Toll Free Inter-LATA (Local Access and Transport Area)” shall be a Resource Unit. One Resource Unit shall equal one (1) Toll Free Inter-LATA minute. Resource Units consist of the Carrier Services Charges for each of the following connectivity options:

AMGEN & IBM Confidential E-4 – Page 48 of 52

16.2.1.8.5.3.1. “Domestic Voice – Intrastate dedicated inbound interLATA “Switched – Dedicated” refers to the aggregate number of call minutes per month for service transported over public switched network that is terminated at a Company Site over dedicated access and where the ends of the call are in different LATA.

16.2.1.8.5.3.2. “Domestic Voice – Intrastate switched inbound interLATA “Switched – Switched” refers to the aggregate number of call minutes per month for service transported over the public switched network that is terminated at a Company Site over switched access and where the ends of the call are in different LATA.

16.2.1.8.5.4. “Toll Free Intra-LATA (Local Access and Transport Area)” shall be a Resource Unit. One Resource Unit shall equal one (1) Toll Free Intra-LATA minute. Resource Units consist of the Carrier Services Charges for each of the following connectivity options:

16.2.1.8.5.4.1. “Domestic Voice – Intrastate dedicated inbound intraLATA “Switched – Dedicated” refers to the aggregate number of call minutes per month for service transported over public switched network that is terminated at a Company Site over dedicated access and where the ends of the call are in the same LATA.

16.2.1.8.5.4.2. “Domestic Voice – Intrastate switched inbound intraLATA “Switched – Switched” refers to the aggregate number of call minutes per month for service transported over the public switched network that is terminated at a Company Site over switched access and where the ends of the call are in the same LATA.

16.2.1.8.5.5. “Calling Card Inter-LATA (Local Access and Transport Area)” shall be a Resource Unit. One Resource Unit shall equal one (1) Calling Card Inter-LATA minute. Resource Units consist of the Carrier Services Charges for each of the following connectivity options:

16.2.1.8.5.5.1. “Card – Dedicated” refers to the aggregate number of call minutes per month completed utilizing corporate Calling Cards assigned to Authorized Users where the service is transported over the public switched network that is terminated at a Company Site over switched access and where the ends of the call are in different LATA.

AMGEN & IBM Confidential E-4 – Page 49 of 52

16.2.1.8.5.5.2. “Card – Switched” refers to the aggregate number of call minutes per month completed utilizing corporate Calling Cards assigned to Authorized Users where the service is transported over the public switched network that is terminated at a Company Site over switched access and where the ends of the call are in different LATA.

16.2.1.8.5.6. “Calling Card Intra-LATA (Local Access and Transport Area)” shall be a Resource Unit. One Resource Unit shall equal one (1) Calling Card Intra-LATA minute. Resource Units consist of the Carrier Services Charges for each of the following connectivity options:

16.2.1.8.5.6.1. “Card – Dedicated” refers to the aggregate number of call minutes per month completed utilizing corporate Calling Cards assigned to Authorized Users where the service is transported over the public switched network that is terminated at a Company Site over switched access and where the ends of the call are in the same LATA.

16.2.1.8.5.6.2. “Card – Switched” refers to the aggregate number of call minutes per month completed utilizing corporate Calling Cards assigned to Authorized Users where the service is transported over the public switched network that is terminated at a Company Site over switched access and where the ends of the call are in the same LATA.

16.2.1.8.5.7. “US Voice Access” shall be a Resource Unit. One Resource Unit shall equal one (1) US Voice Access line per state in the United States per bandwidth size. Resource Units consist of the Transport Services for each of the following bandwidth options:

16.2.1.8.5.7.1. “Domestic Local Access T1—T1 Access Line”

16.2.1.8.5.8. “International Calling Card”. The Charges include all Carrier-related costs for international calling card voice calls and shall be measured as the aggregate number of call minutes per month for each of the pairs of originating and terminating countries. Following are the International Calling Card Resource Units:

16.2.1.8.5.8.1. “International Calling Card” shall be a Resource Unit. One Resource Unit shall equal one (1) International Calling Card minute. Resource Units consist of the Carrier Services Charges for calls made from one originating country to a different terminating country.

AMGEN & IBM Confidential E-4 – Page 50 of 52

16.2.1.8.5.9. “International Country”. Supplier’s Charges shall include all Carrier-related costs for local and national calls and shall be measured as the aggregate number of call minutes per month. Following are the International Country Resource Units:

16.2.1.8.5.9.1. “International Country Local Calls” shall be a Resource Unit. One Resource Unit for shall equal one (1) International Country Local Call minute. Resource Units consist of the Carrier Services Charges for calls made within a local area in a country outside the United States.

16.2.1.8.5.9.2. “International Country National Calls” shall be a Resource Unit. One Resource Unit shall equal one (1) International Country National Call minute. Resource Units consist of the Carrier Services Charges for calls made outside a local area but within a country outside the United States.

16.2.1.8.5.9.3. “International Voice – US to Intl Dedicated Outbound, and International Voice – US to Intl Switched Outbound from the US to the countries listed on the pricing file.

16.2.1.8.5.9.4. “International Country International Calls (Country-to-Country)” shall be a Resource Unit. One Resource Unit shall equal one (1) International Country International Call minute. Resource Units consist of the Carrier Services Charges for calls made from one country to another country.

16.2.1.8.5.9.5. “International Voice – International to US Dedicated Inbound” shall be a Resource Unit. One Resource Unit shall equal one (1) minute. Resource Units consist of Carrier Services Charges for calls made from a location in another country to a dedicated toll free access location in the US.

16.2.1.8.5.9.6. “International Voice – US to International Switched Inbound” shall be a Resource Unit. One Resource Unit shall equal one (1) minute. Resource consist of Carrier Services Charges for calls made from a location in another country to a switched toll free access location in the US.

16.2.1.8.5.9.7. “(Domestic Data Switched Digital 56/64 and International Data Switched Digital 56/64) “Video Conference Calls” shall be a Resource Unit. One Resource Unit shall equal one (1) Video Conference Call minute. Resource Units consist of the Carrier Services Charges for video conference calls.

AMGEN & IBM Confidential E-4 – Page 51 of 52

16.2.1.8.5.9.8. “Audio Conference Calls” shall be a Resource Unit. One Resource Unit shall equal one (1) Audio Conference Call minute. Resource Units consist of the Carrier Services Charges for audio conference calls.

AMGEN & IBM Confidential E-4 – Page 52 of 52

ATTACHMENT 4-B

FINANCIAL RESPONSIBILITY / ASSET OWNERSHIP MATRIX

Attachment to Exhibit 4 (Pricing and Financial Provisions)

AMGEN AND IBM CONFIDENTIAL E4-B Page 1 of 14 Tab: Title Page

Meaning of Headings

Item		Description
Personnel
Salary, Benefits, Add’l Comp		Who pays for all Personnel compensation including salary, benefits, bonus, other additional compensation and payroll taxes?
Travel		Subject to Pass-Through Expenses in Exhibit 4, who pays for Personnel travel?
Training		Who pays for training of Personnel? Includes all training except those that are mandated by Client.
Relocation		Who was responsible for any relocation of Transitioned Personnel when they transitioned to Supplier?
Inflation / Deflation		Who is financially responsible for inflation / deflation that impacts any Personnel-related line items?
Increase / Decrease in Staffing		If staffing increases, who pays for the extra staff? If staffing goes down, who gets the benefit?
Severance		If Personnel separate after being hired by Supplier and severance is owed, who pays the severance payment?
Retention Payments		If retention payments are made to all or selective Personnel, who pays the retention payment?
Charging Mechanism		By what mechanism is this item paid for? The Charging Mechanisms used in this Attachment 4-B are: 1. Base/Variable (including ARC/RRC) - The above items are all included in Service Provider Base Charges, as per Exhibit 4. 2. Pass-Through Expenses - Refer to Exhibit 4. 3. Amgen Retained - Amgen contract with no Amgen payment to Supplier. Supplier has no financial responsibility for payment to third party. 4. Hardware Charge - In accordance with the Hardware Charge Schedule where Service Provider owns Application Server hardware. 5. Project Charges - Charges for Projects in accordance with Exhibit 4.
Equipment		Unless otherwise specified, this classification applies to all Equipment that is used to provide the Services.
Asset Allocation Capital / Lease Cost		Who has financial responsibility for purchase and/or lease cost of underlying Equipment?
Current Assets		Who paid for the Amgen-Provided Equipment that existed at Commencement Date that is used to provide the Services?
Refresh		If the Equipment needs to be refreshed, who pays for the refreshed Equipment?
Refresh Cycle		Maximum number of years before each item of Equipment is refreshed
Upgrades / Enhancements		If the Equipment needs to be upgraded or enhanced, who pays for the additional Equipment?
Growth		If more Equipment of this type is required due to growth, who pays for the additional Equipment?
All taxes (Sales / Services/ Value     Added /     Excise Tax)		Who pays the taxes in accordance with the Agreement?
Inflation / Deflation		Who is financially responsible for inflation / deflation that impacts any of Equipment-related line items?
Charging Mechanism		By what mechanism is this item paid for? The Charging Mechanisms used in this Attachment 4-B are: 1. Base/Variable (including ARC/RRC) - The above items are all included in Service Provider Base Charges, as per Exhibit 4. 2. Pass-Through Expenses - Refer to Exhibit 4. 3. Amgen Retained - Amgen contract with no Amgen payment to Supplier. Supplier has no financial responsibility for payment to third party. 4. Hardware Charge - In accordance with the Hardware Charge Schedule where Service Provider owns Application Server hardware. 5. Project Charges - Charges for Projects in accordance with Exhibit 4.

AMGEN AND IBM CONFIDENTIAL E4-B Page 2 of 14 Tab: Meaning of Headings

Meaning of Headings

Item		Description
Maintenance Contract Expenses		Who has financial responsibility for Maintenance contracts for the Equipment?
Maintenance		Who pays for the break/fix, preventative maintenance, and spare parts for this item?
Charging Mechanism		By what mechanism is this item paid for? The Charging Mechanisms used in this Attachment 4-B are: 1. Base/Variable (including ARC/RRC) - The above items are all included in Service Provider Base Charges, as per Exhibit 4. 2. Pass-Through Expenses - Refer to Exhibit 4. 3. Amgen Retained - Amgen contract with no Amgen payment to Supplier. Supplier has no financial responsibility for payment to third party. 4. Hardware Charge - In accordance with the Hardware Charge Schedule where Service Provider owns Application Server hardware. 5. Project Charges - Charges for Projects in accordance with Exhibit 4.
Support / Operational Expenses		Who has financial responsibility for support and operational expenses relating to the Equipment?
Administrative Procurement		Who procures the item, including managing the bidding process and receipt, payment, and associated invoicing activities
IMAC		Who performs Installations, Moves, Adds and Changes for the Equipment?
Invoice Verification		Who verifies the invoices (purchase, maintenance) from the Equipment vendors?
Operations & Support		Who provides the Services to support the Equipment, including configuration, restarting, operating, troubleshooting, etc.
Removal & Disposal		Who is responsible for removing the Equipment from the environment? Amgen receives any net benefit after disposal of Client-owned Equipment. Supplier receives any benefit after disposal for all other Supplier-owned Equipment.
Disaster Recovery		Who provides disaster recovery services for this item?
Services / Value Added Tax		Who pays taxes that are based upon operations of such Services?
Inflation / Deflation		Who is financially responsible for inflation / deflation that impacts any of Equipment-related line items?
Charging Mechanism		By what mechanism is this item paid for? The Charging Mechanisms used in this Attachment 4-B are: 1. Base/Variable (including ARC/RRC) - The above items are all included in Service Provider Base Charges, as per Exhibit 4. 2. Pass-Through Expenses - Refer to Exhibit 4. 3. Amgen Retained - Amgen contract with no Amgen payment to Supplier. Supplier has no financial responsibility for payment to third party. 4. Hardware Charge - In accordance with the Hardware Charge Schedule where Service Provider owns Application Server hardware. 5. Project Charges - Charges for Projects in accordance with Exhibit 4.
Software		Unless otherwise specified, this classification applies to all Software that is used to provide the Services.
Asset Allocation License/Maintenance/Lease		Who has financial responsibility for purchase and/or lease cost of underlying Software?
Current Licenses / Maint. / Lease		Who paid for the Amgen-provided Software licenses, maintenance fees and Software leases that existed at Commencement Date that is used to provide the Services?
License Ownership at CD+6		If additional licenses are needed, who pays for them at CD+6?
License Ownership upon Refresh of Underlying HW		Who pays for replacement software upon refresh of the underlying Equipment?

AMGEN AND IBM CONFIDENTIAL E4-B Page 3 of 14 Tab: Meaning of Headings

Meaning of Headings

Item		Description
Software Currency		How current does the Software need to be? N means the current production version that has been released by the vendor. N-1 means the release previous to the current release. Financial responsibility determined in accordance with Software Releases/Upgrades.
Releases / Upgrades		If new releases of the Software are needed, who pays for the Software? Financial responsibility includes upgrade from n-1 to n where required, based upon Application requirements
Growth		If more Software or additional licenses are required due to growth, who pays for the additional Software or licenses?
All taxes (Sales / Services/ Value Added / Excise Tax)		Who pays taxes that are based upon operations such as service taxes?
Inflation / Deflation		Who is financially responsible for inflation / deflation that impacts any of Software-related line items?
Charging Mechanism		By what mechanism is this item paid for? The Charging Mechanisms used in this Attachment 4-B are: 1. Base/Variable (including ARC/RRC) - The above items are all included in Service Provider Base Charges, as per Exhibit 4. 2. Pass-Through Expenses - Refer to Exhibit 4. 3. Amgen Retained - Amgen contract with no Amgen payment to Supplier. Supplier has no financial responsibility for payment to third party. 4. Hardware Charge - In accordance with the Hardware Charge Schedule where Service Provider owns Application Server hardware. 5. Project Charges - Charges for Projects in accordance with Exhibit 4.
Maintenance Contract Expense		Who has financial responsibility for Maintenance contracts for Software?
Maintenance at CD+6		Who has financial responsibilitly for maintenance costs at CD+6?
Charging Mechanism		By what mechanism is this item paid for? The Charging Mechanisms used in this Attachment 4-B are: 1. Base/Variable (including ARC/RRC) - The above items are all included in Service Provider Base Charges, as per Exhibit 4. 2. Pass-Through Expenses - Refer to Exhibit 4. 3. Amgen Retained - Amgen contract with no Amgen payment to Supplier. Supplier has no financial responsibility for payment to third party. 4. Hardware Charge - In accordance with the Hardware Charge Schedule where Service Provider owns Application Server hardware. 5. Project Charges - Charges for Projects in accordance with Exhibit 4.
Support / Operational Expenses		Who has financial responsibility for support and operational expenses relating to the underlying Software?
Administrative Procurement		Who procures the item including managing the bidding process and the resulting invoice?
Install, Change, Remove (IMAC)		Who performs Installations, Moves, Adds and Changes when there is a new release of Software or patches or upgrades?
Invoice Verification		Who verifies the invoices (purchase, maintenance) from the Software vendors?
Operations & Support		Who supports the Software, including configuration, restarting, operating, troubleshooting, etc.
Disaster Recovery		Who provides disaster recovery services for this item?
Services / Value Added Tax		Who pays taxes that are based upon operations such as service taxes?
Inflation / Deflation		Who is financially responsible for inflation / deflation that impacts any of Software-related line items?

AMGEN AND IBM CONFIDENTIAL E4-B Page 4 of 14 Tab: Meaning of Headings

Meaning of Headings

Item		Description
Charging Mechanism		By what mechanism is this item paid for? The Charging Mechanisms used in this Attachment 4-B are: 1. Base/Variable (including ARC/RRC) - The above items are all included in Service Provider Base Charges, as per Exhibit 4. 2. Pass-Through Expenses - Refer to Exhibit 4. 3. Amgen Retained - Amgen contract with no Amgen payment to Supplier. Supplier has no financial responsibility for payment to third party. 4. Hardware Charge - In accordance with the Hardware Charge Schedule where Service Provider owns Application Server hardware. 5. Project Charges - Charges for Projects in accordance with Exhibit 4.
Facilities:		Unless otherwise specified, this classification applies to all of the Facilities (buildings, datacenters and attendant support equipment and staff) needed to provide the Services.
Asset Allocation Capital / Lease Cost		Who has financial responsibility for purchase and/or leasehold improvement of underlying Facilities?
Current Assets		Who pays for the current Facilities (building leases, HVAC, common services, etc.) that are used to provide the Services?
Refresh		If Facilities-related Equipment (for example HVAC) needs to be replaced, who pays for the replacement Equipment?
Upgrades / Enhancements		If upgrades or enhancements are needed for the Facility, who pays for it?
Growth		If more space is needed, who pays for the additional space?
Sales / Value Added / Excise Tax		Who pays taxes that are based upon operations such as service taxes?
Inflation / Deflation		Who is financially responsible for inflation / deflation that impacts any of Facilities-related line items?
Charging Mechanism		By what mechanism is this item paid for? The Charging Mechanisms used in this Attachment 4-B are: 1. Base/Variable (including ARC/RRC) - The above items are all included in Service Provider Base Charges, as per Exhibit 4. 2. Pass-Through Expenses - Refer to Exhibit 4. 3. Amgen Retained - Amgen contract with no Amgen payment to Supplier. Supplier has no financial responsibility for payment to third party. 4. Hardware Charge - In accordance with the Hardware Charge Schedule where Service Provider owns Application Server hardware. 5. Project Charges - Charges for Projects in accordance with Exhibit 4.
Support / Operational Expenses		Who has financial responsibility for support and operating expenses for the Facilities?
Administrative Procurement		Who procures items, including managing the bidding process and receipt, payment, and associated invoicing activities?
IMAC		Who performs Installations, Moves, Adds and Changes for facilities?
Maintenance		Who pays for maintenance contract and spare parts for Facilities Equipment?
Invoice Verification		Who verifies the invoices (purchase, maintenance) from the Facility vendors?
Operations & Support		Who supports the Facility, including configuration, operation, troubleshooting, etc.
Removal & Disposal		Who is responsible for removing the Equipment from the environment? Amgen receives any net benefit after disposal of Client-owned Equipment. Supplier receives any benefit after disposal for all other Supplier-owned Equipment.
Disaster Recovery		Who provides disaster recovery services for this item?
Services / Value Added Tax		Who pays taxes that are based upon operations such as service taxes?
Inflation / Deflation		Who is financially responsible for inflation / deflation that impacts any of Facilities-related line items?

AMGEN AND IBM CONFIDENTIAL E4-B Page 5 of 14 Tab: Meaning of Headings

Meaning of Headings

Item		Description
Charging Mechanism		By what mechanism is this item paid for? The Charging Mechanisms used in this Attachment 4-B are: 1. Base/Variable (including ARC/RRC) - The above items are all included in Service Provider Base Charges, as per Exhibit 4. 2. Pass-Through Expenses - Refer to Exhibit 4. 3. Amgen Retained - Amgen contract with no Amgen payment to Supplier. Supplier has no financial responsibility for payment to third party. 4. Hardware Charge - In accordance with the Hardware Charge Schedule where Service Provider owns Application Server hardware. 5. Project Charges - Charges for Projects in accordance with Exhibit 4.
Other:
Disaster Planning		Who pays for the creation of the Disaster Recovery Plan?
Disaster Recovery		Who pays for disaster recovery services?
Off-Site Storage		Who pays for off-site storage services?
Inflation / Deflation		Who is financially responsible for inflation / deflation that impacts any of items included in “Other”?
Charging Mechanism		By what mechanism is this item paid for? The Charging Mechanisms used in this Attachment 4-B are: 1. Base/Variable (including ARC/RRC) - The above items are all included in Service Provider Base Charges, as per Exhibit 4. 2. Pass-Through Expenses - Refer to Exhibit 4. 3. Amgen Retained - Amgen contract with no Amgen payment to Supplier. Supplier has no financial responsibility for payment to third party. 4. Hardware Charge - In accordance with the Hardware Charge Schedule where Service Provider owns Application Server hardware. 5. Project Charges - Charges for Projects in accordance with Exhibit 4.

AMGEN AND IBM CONFIDENTIAL E4-B Page 6 of 14 Tab: Meaning of Headings

PERSONNEL

Service Towers:

Salary, Benefits, Add’l Comp

Travel

Training

Relocation

Inflation / Deflation

Increase / Decrease in Staffing

Severance

Retention Payments

Charging Mechanism

Messaging, Directory, & Collaboration:

Affected Employees

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Affected Contractors

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Third-Party Service Contracts (1)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Supplemental Service Provider Staff

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Application Servers:

Affected Employees

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Affected Contractors

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Third-Party Service Contracts (1)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Supplemental Service Provider Staff

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Utility Servers:

Affected Employees

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Affected Contractors

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Third-Party Service Contracts (1)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Supplemental Service Provider Staff

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Managed Network Services:

Affected Employees

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Affected Contractors

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Third-Party Service Contracts (1)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Supplemental Service Provider Staff

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

End-User:

Affected Employees

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Affected Contractors

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Third-Party Service Contracts (1)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Supplemental Service Provider Staff

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Service Desk:

Affected Employees

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Affected Contractors

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Third-Party Service Contracts (1)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Supplemental Service Provider Staff

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Projects:

Affected Employees

IBM

Amgen (2)

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Affected Contractors

IBM

Amgen (2)

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Third-Party Service Contracts (1)

IBM

Amgen (2)

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Supplemental Service Provider Staff

IBM

Amgen (2)

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Cross Functional General:

Affected Employees

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Affected Contractors

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Third-Party Service Contracts (1)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Supplemental Service Provider Staff

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Note 1: Third-Party Service Contracts are third-party contracts that include a labor-based component that is not included in the Affected Contractor staffing levels

Note 2: For Project specific travel, as defined in the Project SOW and approved by Amgen.

AMGEN AND IBM CONFIDENTIAL E4-B Page 7 of 14 Tab: Personnel

Equipment

Asset Allocation: Capital / Lease Cost (1)

Maintenance Contract Expenses

Service Towers:

Current Assets

Refresh

Refresh Cycle (7)

Upgrades / Enhancements

Growth

Sales /Value Added / Excise Tax

Inflation / Deflation

Charging Mechanism

Maintenance

Charging Mechanism

Messaging, Directory, & Collaboration:

All Hardware Types

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

All Storage Types

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Cables & Connectors

Amgen

Amgen

NA

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Application Servers:

Unix

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Wintel

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

AS/400

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Disk Storage

Internal Storage

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Direct Attached Storage

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Network Attached Storage

Amgen

Amgen (9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Enterprise Shared Storage

Amgen

Amgen (9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Cables & Connectors

Amgen

Amgen (9)

NA

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

VMware Servers:

Wintel

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Disk Storage

Internal Storage

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Direct Attached Storage

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Network Attached Storage

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Enterprise Shared Storage

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Cables & Connectors

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Utility Servers:

Unix

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Wintel

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

AS/400

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Disk Storage

Internal Storage

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Direct Attached Storage

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Network Attached Storage

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Enterprise Shared Storage

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Cables & Connectors

Amgen

Amgen(9)

4 yrs

Amgen (9)

Amgen (9)

Amgen (9)

Amgen (9)

Retained (9)

Amgen (9)

Retained (9)

Managed Network Services:

Base Network Equipment (Chassis, power supplier, etc)

Amgen

IBM

7 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

WAN Equipment

Amgen

IBM

5 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

LAN Equipment

Amgen

IBM

5 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

Wireless LAN Equipment

Amgen

IBM

5 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

VoIP Premise Equipment

Amgen

Amgen

5 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Standard Voice Premise Equipment (3)

Amgen

Amgen

5 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Voice Equipment (3)

Amgen

Amgen

5 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Audio/Videoconferencing Equipment (including Telepresence and Projectors)

Amgen

Amgen

5 yrs

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Amgen

Retained

Campus Area Network

Amgen

Amgen

5 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Transport—Data: (4)

between Amgen Sites and Network Cloud

N/A

N/A

N/A

IBM

IBM

IBM

IBM

Base/Variable

N/A

N/A

between IBM Sites and Network Cloud

N/A

N/A

N/A

IBM

IBM

IBM

IBM

N/A

N/A

N/A

between IBM Sites

N/A

N/A

N/A

IBM

IBM

IBM

IBM

N/A

N/A

N/A

Transport—Voice (4)

NA

N/A

N/A

IBM

IBM

IBM

IBM

Base/Variable

N/A

N/A

Call Center (IVR, ACD, etc)

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

AMGEN AND IBM CONFIDENTIAL E4-B Page 8 of 14 Tab: Equipment

Equipment

Asset Allocation: Capital / Lease Cost (1)

Maintenance Contract Expenses

Service Towers:

Current Assets

Refresh

Refresh Cycle (7)

Upgrades / Enhancements

Growth

Sales /Value Added /Excise Tax

Inflation /Deflation

Charging Mechanism

Maintenance

Charging Mechanism

End-User:

Desktops

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

IBM

Base/Variable

Laptops

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

IBM

Base/Variable

Handheld Devices/PDAs/Cell Phones/Data Cards—US

Amgen

Amgen

As Req’d

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Handheld Devices/PDAs/Cell Phones/Data Cards—Canada, Puerto Rico, & International

Amgen

Amgen

As Req’d

IBM

IBM

IBM

IBM

Base/Variable

Amgen

Retained

Workstations

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

IBM

Base/Variable

Printers—Network (Multi Function)

Amgen

IBM

As Req’d

IBM

IBM

IBM

IBM

Base/Variable

IBM (6)

Base/Variable

Printers—Standalone

Amgen

Amgen

NA

Amgen

Amgen

Amgen

Amgen

Retained

IBM

Base/Variable

Plotters

Amgen

Amgen

As Req’d

Amgen

Amgen

Amgen

Amgen

Retained

IBM

Base/Variable

External Peripherals (2)

Amgen

Amgen

As Req’d

Amgen

Amgen

Amgen

Amgen

Retained

IBM

Base/Variable

Media

Amgen

Amgen

As Req’d

Amgen

Amgen

Amgen

Amgen

Retained

IBM

Base/Variable

VoIP Phones

Amgen

Amgen

As Req’d

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Scanners/Other

Amgen

Amgen

As Req’d

Amgen

Amgen

Amgen

Amgen

Retained

IBM

Base/Variable

Service Desk:

Desktops/Laptops—Non Field Service Desk

Amgen

IBM

4 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

Service Desk Equipment (for example IVR, ACD)—Non Field Service Desk

Amgen

IBM

4 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

Field Service Desk—Desktops/Laptops

Amgen

Amgen

4 yrs

Amgen

Amgen

Amgen

Amgen

Retained

Amgen

Retained

Cross Functional General:

Desktops/Laptops

Affected Employees

Amgen

IBM

4 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

Affected Contrators

Amgen

IBM

4 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

Third-Party Services Contracts

Amgen

IBM

4 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

Supplemental Service Provider Staff

IBM

IBM

4 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

Cross Functional Equipment as part of Service Provider standard solution

IBM

IBM

4 yrs

IBM

IBM

IBM

IBM

Base/Variable

IBM

Base/Variable

Note 1: Designates financial responsibility for the purchase and/or lease cost of the underlying hardware assets

Note 2: External Peripherals include external memory devices and external backup devices

Note 3: Standard Voice Premise Equipment, and Voice Equipment should be refreshed with VoIP.

Note 4: As per the 4-G pricing forms, carrier charges for data and voice are to be IBM provided.

Note 5: Removal & Disposal responsibility includes all shipping costs.

Note 6: Printer maintenance includes all toner, but excludes paper and staples.

Note 7: For Network tower, IBM will complete current refresh project and refresh EOL equipment, as per IBM refresh schedule and adhere to 5 year refresh cycle thereafter.    

Note 8: Invoice verification means admninistrative support of invoices and does not pertain to any 3rd party invoice verification/financial responsibility for non IBM owned equiptment/maintenance unless specifically identified.

Note 9: Effective 5/15/11 rather than Application and Web Hosting Services RT commencement date

Note 10: Effective with the RT commencement date of the Supplier Management / License Management workstreams as applicable

Note 11: Effect with the RT commencement date of the Application and Web Hosting Services workstreams as applicable

AMGEN AND IBM CONFIDENTIAL E4-B Page 9 of 14 Tab: Equipment

Equipment

Support / Operational Expenses

Service Towers:

Administrative Procurement

IMAC

Invoice Verification (8)

Operations & Support

Removal & Disposal (5)

Disaster Recovery

Services / Value Added  Tax

Inflation / Deflation

Charging Mechanism

Messaging, Directory, & Collaboration:

All Hardware Types

Amgen (10)

Amgen

Amgen (10)

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

All Storage Types

Amgen (10)

Amgen

Amgen (10)

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

Cables & Connectors

Amgen (10)

Amgen

Amgen (10)

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

Application Servers:

Unix

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Retained (11)

Wintel

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Retained (11)

AS/400

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Retained (11)

Disk Storage

Internal Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Retained (11)

Direct Attached Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Retained (11)

Network Attached Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Retained (11)

Enterprise Shared Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen(11)

Amgen (11)

Amgen (11)

Amgen(11)

Amgen (11)

Retained (11)

Cables & Connectors

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Retained (11)

VMware Servers:

Wintel

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Disk Storage

Internal Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Direct Attached Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Network Attached Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Enterprise Shared Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Cables & Connectors

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Utility Servers:

Unix

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Wintel

Amgen (10)

Amgen (11)

Amgen (10)

Amgen(11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

BaseVariable (11)

AS/400

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Disk Storage

Internal Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Direct Attached Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Network Attached Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Enterprise Shared Storage

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Base/Variable (11)

Cables & Connectors

Amgen (10)

Amgen (11)

Amgen (10)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

Amgen (11)

BaseVariable (11)

Managed Network Services:

Base Network Equipment (Chassis, power supplier, etc...)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

WAN Equipment

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

LAN Equipment

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Wireless LAN Equipment

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

VoIP Premise Equipment

Amgen (10)

Amgen

Amgen (10)

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

Standard Voice Premise Equipment (3)

Amgen (10)

Amgen

Amgen (10)

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

Voice Equipment (3)

Amgen (10)

Amgen

Amgen (10)

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

Audio/Videoconferencing Equipment (including Telepresence and Projectors)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Campus Area Network

Amgen (10)

Amgen

Amgen (10)

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

Transport—Data:(4)

between Amgen Sites and Network Cloud

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

between IBM Sites and Network Cloud

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

between IBM Sites

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Transport—Voice (4)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Call Center (IVR, ACD, etc)

Amgen (10)

Amgen

Amgen (10)

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

AMGEN AND IBM CONFIDENTIAL E4-B Page 10 of 14 Tab: Equipment

Equipment

Support / Operational Expenses

Service Towers:

Administrative Procurement

IMAC

Invoice Verification (8)

Operations & Support

Removal & Disposal (5)

Disaster Recovery

Services / Value Added  Tax

Inflation / Deflation

Charging Mechanism

End-User:

Desktops

Amgen (10)

IBM

Amgen (10)

IBM

IBM

Amgen

IBM

IBM

Base/Variable

Laptops

Amgen (10)

IBM

Amgen (10)

IBM

IBM

Amgen

IBM

IBM

Base/Variable

Handheld Devices/PDAs/Cell Phones/Data Cards—US

Amgen (10)

Amgen

Amgen (10)

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Handheld Devices/PDAs/Cell Phones/Data Cards—Canada, Puerto Rico, & International

Amgen (10)

IBM

Amgen (10)

IBM

IBM

Amgen

IBM

IBM

Base/Variable

Workstations

Amgen (10)

IBM

Amgen (10)

IBM

IBM

Amgen

IBM

IBM

Base/Variable

Printers—Network (Multi Function)

IBM

IBM

IBM

IBM

IBM

Amgen

IBM

IBM

Base/Variable

Printers—Standalone

Amgen (10)

IBM

Amgen

IBM

IBM

N/A

Amgen

Amgen

Amgen Retained

Plotters

Amgen (10)

IBM

Amgen (10)

IBM

IBM

Amgen

IBM

IBM

Base/Variable

External Peripherals (2)

Amgen (10)

IBM

Amgen (10)

IBM

IBM

Amgen

IBM

IBM

Base/Variable

Media

Amgen (10)

IBM

Amgen (10)

IBM

IBM

Amgen

IBM

IBM

Base/Variable

VoIP Phones

Amgen (10)

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Scanners/Other

Amgen (10)

IBM

Amgen (10)

IBM

IBM

Amgen

IBM

IBM

Base/Variable

Service Desk:

Desktops/Laptops—Non Field Service Desk

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Service Desk Equipment (for example IVR, ACD)—Non Field Service Desk

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Field Service Desk—Desktops/Laptops

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

Cross Functional General:

Desktops/Laptops

Affected Employees

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Affected Contrators

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Third-Party Services Contracts

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Supplemental Service Provider Staff

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Cross Functional Equipment as part of Service Provider standard solution

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Note 1: Designates financial responsibility for the purchase and/or lease cost of the underlying hardware assets

Note 2:  External Peripherals include external memory devices and external backup devices

Note 3:  Standard Voice Premise Equipment, and Voice Equipment should be refreshed with VoIP.

Note 4:  As per the 4-G pricing forms, carrier charges for data and voice are to be IBM provided.

Note 5:  Removal & Disposal responsibility includes all shipping costs.

Note 6:  Printer maintenance includes all toner, but excludes paper and staples.

Note 7:  For Network tower, IBM will complete current refresh project and refresh EOL equipment, as per IBM refresh schedule and adhere to 5 year refresh cycle thereafter.

Note 8:  Invoice verification means admninistrative support of invoices and does not pertain to any 3rd party invoice verification/financial responsibility for non IBM owned equiptment/maintenance unless specifically identified.

Note 9:  Effective 5/15/11 rather than Application and Web Hosting Services RT commencement date

Note 10:  Effective with the RT commencement date of the Supplier Management / License Management workstreams as applicable

Note 11:  Effect with the RT commencement date of the Application and Web Hosting Services workstreams as applicable

AMGEN AND IBM CONFIDENTIAL E4-B Page 11 of 14 Tab: Equipment

SOFTWARE

Asset Allocation: License / Lease Cost (1)

Current Licenses / Maint. / Lease

License Ownership

License Ownership upon Refresh of Underlying HW

Software Currency

Releases / Upgrades

Growth

Sales /Value Added /Excise Tax

Inflation / Deflation

Charging Mechanism

Messaging, Directory, & Collaboration:

E-Mail Software

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Base/Variable

Collaboration Software

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Base/Variable

Application Servers:

Operating System Software

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Utility / Monitoring Software

Amgen

Amgen (5)

Amgen (5)

n /n-1

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained

Compilers

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Scheduling Software

Amgen

Amgen (5)

Amgen (5)

n /n-1

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained

Remote Monitoring & Mgmt Software

Amgen

Amgen (2)

Amgen (2)

n /n-1

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen Retained (2)

Host Intrusion Detection Software

Amgen

Amgen (2)

Amgen (2)

n

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen Retained (2)

Anti-Virus Software

Amgen

Amgen (2)

Amgen (2)

n

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen Retained (2)

Enterprise Storage Backup Software

Amgen

Amgen (5)

Amgen (5)

n

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained

Other System Software

Amgen

Amgen (5)

Amgen (5)

n /n-1

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained

VMWare Software

Amgen

Amgen (5)

Amgen (5)

n /n-1

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained

Database Management Software

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Network Software

Xxxxx

XX

XX

x /x-0

XX

XX

XX

XX

Base/Variable

Applications Software

Amgen

Amgen (5)

Amgen (5)

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

License Access / Transfer Fees

IBM

NA

NA

n /n-1

NA

NA

NA

NA

Base/Variable

Utility Servers:

Operating System Software—Microsoft

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Operating System Software—All Other

Amgen

Amgen

Amgen (5)

n /n-1

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained (5)

Utility / Monitoring Software

Amgen

Amgen (5)

Amgen (5)

n /n-1

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained (5)

Compilers

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Scheduling Software

Amgen

Amgen (5)

Amgen (5)

n /n-1

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained (5)

Remote Monitoring & Mgmt Software

Amgen

Amgen (2)

Amgen (2)

n /n-1

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen Retained (2)

Host Intrusion Detection Software

Amgen

Amgen (2)

Amgen (2)

n

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen Retained (2)

Anti-Virus Software

Amgen

Amgen (2)

Amgen (2)

n

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen Retained (2)

Enterprise Storage Backup Software

Amgen

Amgen (5)

Amgen (5)

n

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained (5)

Other System Software

Amgen

Amgen (5)

Amgen (5)

n /n-1

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained (5)

VMWare Software

Amgen

Amgen (5)

Amgen (5)

n /n-1

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen Retained (5)

Database Management Software

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Network Software

Xxxxx

XX

XX

x /x-0

XX

XX

XX

XX

Base/Variable

License Access / Transfer Fees

IBM

NA

NA

n /n-1

NA

NA

NA

NA

Base/Variable

Managed Network Services:

WAN Management & Monitoring Software

Amgen

IBM

IBM

n /n-1

IBM

IBM

IBM

IBM

Base/Variable

LAN Management & Monitoring Software

Amgen

IBM

IBM

n /n-1

IBM

IBM

IBM

IBM

Base/Variable

Voice Mail Software

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Other PBX Software

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Firewall Software

Amgen

IBM

IBM

n

IBM

IBM

IBM

IBM

Base/Variable

Information Security Software

Amgen

Amgen (2)

Amgen (2)

n /n-1

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

License Access / Transfer Fees

IBM

IBM

IBM

N/A

IBM

IBM

IBM

IBM

Base/Variable

End-User:

Operating Software

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Remote Monitoring & Management Software

Amgen

IBM

IBM

n /n-1

IBM

IBM

IBM

IBM

Base/Variable

Compilers

Amgen

Amgen

Amgen

N/A

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Database Management Software

Amgen

Amgen

Amgen

N/A

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Anti Virus

Amgen

IBM

IBM

n

IBM

IBM

IBM

IBM

Base/Variable

Firewall

Amgen

IBM

IBM

n

IBM

IBM

IBM

IBM

Base/Variable

Commercial Office Suite Software

Amgen

Amgen

Amgen

N/A

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Application Software

Amgen

Amgen

Amgen

N/A

Amgen

Amgen

Amgen

Amgen

Amgen Retained

E-Mail / Collaborative Software

Amgen

Amgen

Amgen

N/A

Amgen

Amgen

Amgen

Amgen

Amgen Retained

License Access / Transfer Fees

IBM

IBM

IBM

N/A

IBM

IBM

IBM

IBM

Base/Variable

IBM End User Computing Software

IBM

IBM

IBM

N/A

IBM

IBM

IBM

IBM

Base/Variable

Help Desk:

Help Desk / Problem Tracking Software

Amgen

Amgen (4)

Amgen (4)

n /n-1

Amgen (4)

Amgen (4)

Amgen (4)

Amgen (4)

Amgen Retained (4)

Cross Functional

Asset Inventory and Management System

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Infrastructure Mgmt Software

Amgen

Amgen

Amgen

n /n-1

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Cross-Functional Software as part of IBM Standard Solution

Amgen

IBM

IBM

n /n-1

IBM

IBM

IBM

IBM

Base/Variable

SOFTWARE

Maintenance Contract Expenses

Support / Operational Expenses

Maintenance

Charging Mechanism

Administrative Procurement

IMAC

Invoice Verification

Operations & Support

Disaster Recovery

Services /Value Added Tax

Inflation / Deflation

Charging Mechanism

Messaging, Directory, & Collaboration:

E-Mail Software

Amgen

Amgen Retained

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

Collaboration Software

Amgen

Amgen Retained

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Retained

Application Servers:

Operating System Software

Amgen

Amgen Retained

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

Utility / Monitoring Software

Amgen (5)

Amgen Retained (5)

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

Compilers

Amgen

Amgen Retained

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

Scheduling Software

Amgen (5)

Amgen Retained (5)

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

Remote Monitoring & Mgmt Software

Amgen (2)

Amgen Retained (2)

Amgen (3)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Retained (2)

Host Intrusion Detection Software

Amgen (2)

Amgen Retained (2)

Amgen (3)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Retained (2)

Anti-Virus Software

Amgen (2)

Amgen Retained (2)

Amgen (3)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Retained (2)

Enterprise Storage Backup Software

Amgen (5)

Amgen Retained (5)

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

Other System Software

Amgen (5)

Amgen Retained (5)

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

VMWare Software

Amgen (5)

Amgen Retained (5)

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

Database Management Software

Amgen

Amgen Retained

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

Network Software

XX

XX

XX

XX

XX

XX

XX

XX

XX

XX

Applications Software

Amgen

Amgen Retained

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

License Access / Transfer Fees

XX

XX

XX

XX

XX

XX

XX

XX

XX

XX

Utility Servers:

Operating System Software—Microsoft

Amgen

Amgen Retained

Amgen (3)

Amgen

Amgen (3)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Retained (5)

Operating System Software—All Other

Amgen (5)

Amgen Retained

Amgen (3)

Amgen (5)

Amgen (3)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Retained (5)

Utility / Monitoring Software

Amgen (5)

Amgen Retained

Amgen (3)

Amgen (5)

Amgen (3)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Retained (5)

Compilers

Amgen

Amgen Retained

Amgen (3)

Amgen

Amgen (3)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Retained (5)

Scheduling Software

Amgen (5)

Amgen Retained

Amgen (3)

Amgen (5)

Amgen (3)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Retained (5)

Remote Monitoring & Mgmt Software

Amgen (2)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Retained (2)

Host Intrusion Detection Software

Amgen (2)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Retained (2)

Anti-Virus Software

Amgen (2)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Retained (2)

Enterprise Storage Backup Software

Amgen (5)

Amgen Retained

Amgen (3)

Amgen (5)

Amgen (3)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Retained (5)

Other System Software

Amgen (5)

Amgen Retained

Amgen (3)

Amgen (5)

Amgen (3)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Retained (5)

VMWare Software

Amgen (5)

Amgen Retained

Amgen (3)

Amgen (5)

Amgen (3)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Retained (5)

Database Management Software

Amgen

Amgen Retained

Amgen (3)

Amgen

Amgen (3)

Amgen (5)

Amgen (5)

Amgen (5)

Amgen (5)

Retained (5)

Network Software

XX

XX

XX

XX

XX

XX

XX

XX

XX

XX

License Access / Transfer Fees

XX

XX

XX

XX

XX

XX

XX

XX

XX

XX

Managed Network Services:

WAN Management & Monitoring Software

IBM

Base/Variable

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

LAN Management & Monitoring Software

IBM

Base/Variable

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

Voice Mail Software

Amgen

Amgen Retained

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

Other PBX Software

Amgen

Amgen Retained

Amgen (3)

Amgen

Amgen (3)

Amgen

Amgen

Amgen

Amgen

Retained

Firewall Software

IBM

Base/Variable

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

Information Security Software

Amgen (2)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (3)

Amgen (2)

Amgen (2)

Amgen (2)

Amgen (2)

Retained (2)

License Access / Transfer Fees

N/A

N/A

IBM

IBM

IBM

IBM

IBM

IBM

IBM

N/A

End-User:

Operating Software

Amgen

Amgen Retained

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

Remote Monitoring & Management Software

IBM

Base/Variable

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

Compilers

Amgen

Amgen Retained

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

Database Management Software

Amgen

Amgen Retained

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

Anti Virus

IBM

Base/Variable

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

Firewall

IBM

Base/Variable

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

Commercial Office Suite Software

Amgen

Amgen Retained

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

Application Software

Amgen

Amgen Retained

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

E-Mail / Collaborative Software

Amgen

Amgen Retained

Amgen (3)

IBM

Amgen (3)

IBM

IBM

IBM

IBM

Base/Variable

License Access / Transfer Fees

N/A

N/A

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

IBM End User Computing Software

IBM

Base/Variable

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Help Desk:

Help Desk / Problem Tracking Software

IBM

Amgen Retained (4)

Amgen (3)

Amgen (4)

Amgen (3)

Amgen (4)

Amgen (4)

Amgen (4)

Amgen (4)

Amgen Retained (4)

Cross Functional

Asset Inventory and Management System

Amgen

Amgen Retained

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Infrastructure Mgmt Software

Amgen

Amgen Retained

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Cross-Functional Software as part of IBM Standard Solution

IBM

Base/Variable

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Note 1: Designates financial responsibility for the license, maintenance, lease or rental cost of the underlying software assets

Note 2:  Effective with the RT commencement date of the Security Management workstream

Note 3:  Effective with the RT commencement date of the Supplier Management / License Management workstreams as applicable

Note 4:  Effective upon termination of the ISM Bridge Service

Note 5:  Effective with the RT commencement date of the Application and Web Hosting Services workstreams as applicable

AMGEN AND IBM CONFIDENTIAL E4-B Page 12 of 14 Tab: Software

FACILITIES

Asset Allocation: Capital / Lease Cost (1)

Service Towers:

Current Assets

Refresh

Upgrades / Enhancements

Growth

Sales /Value Added /Excise Tax

Inflation / Deflation

Charging Mechanism

Amgen Facilities

Environmental (for example, HVAC, PDUs)

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

UPS

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Space Upgrades, Additions, Fit out

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Server Racks & Enclosures

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Furniture & Fixtures

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Wiring

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Wiring Coordination—up to December 31, 2011

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Wiring Coordination—beginning January 1, 2012

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Cabling—Network Devices

Amgen

IBM

IBM

IBM

IBM

IBM

Base/Variable

Cabling—All Other Devices

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Building Deprec / Lease

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Office Equipment

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Building Maintenance / Security

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Property Taxes

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Utilities

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Other Space Charges

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

IBM Facilities

Environmental (for example, HVAC, PDUs)

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

UPS

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Space Upgrades, Additions, Fitout

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Server Racks & Enclosures

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Furniture & Fixtures

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Wiring & Cabling

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Building Deprec / Lease

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Office Equipment

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Building Maintenance / Security

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Property Taxes

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Utilities

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Other Space Charges

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

All Service Towers

IBM Staff on Amgen Premises

Long-Distance Phone Calls

Amgen

N/A

N/A

N/A

N/A

N/A

Amgen is Reimbursed

Local Phone Calls

Amgen

N/A

N/A

N/A

N/A

N/A

Amgen Retained

Use of Office Space

Amgen

N/A

N/A

N/A

N/A

N/A

Amgen Retained

Use of Office Supplies

Amgen

N/A

N/A

N/A

N/A

N/A

Amgen Retained

Use of Other Office Equipment

Amgen

N/A

N/A

N/A

N/A

N/A

Amgen Retained

FACILITIES

Support / Operational Expenses

Service Towers:

Administrative Procurement

IMAC

Maintenance

Invoice Verification

Operations & Support

Removal & Disposal

Disaster Recovery per E, E.2, L.1

Services / Value Added Tax

Inflation / Deflation

Charging Mechanism

Amgen Facilities

Environmental (for example, HVAC, PDUs)

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

UPS

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

Space Upgrades, Additions, Fit out

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

Server Racks & Enclosures

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Furniture & Fixtures

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

Wiring

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

Wiring Coordination—up to December 31, 2011

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Wiring Coordination—beginning January 1, 2012

Amgen (2)

Amgen

Amgen

Amgen (2)

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Cabling—Network Devices

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Cabling—All Other Devices

Amgen (2)

Amgen

Amgen

Amgen (2)

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Building Deprec / Lease

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

Office Equipment

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

Building Maintenance / Security

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

Property Taxes

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

Utilities

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

Other Space Charges

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

N/A

Amgen

Amgen Retained

IBM Facilities

Environmental (for example, HVAC, PDUs)

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

UPS

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Space Upgrades, Additions, Fitout

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Server Racks & Enclosures

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Furniture & Fixtures

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Wiring & Cabling

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Building Deprec / Lease

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Office Equipment

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Building Maintenance / Security

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Property Taxes

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Utilities

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

Other Space Charges

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

Base/Variable

All Service Towers

IBM Staff on Amgen Premises

Long-Distance Phone Calls

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen is reimbursed

Local Phone Calls

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Use of Office Space

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Use of Office Supplies

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Use of Other Office Equipment

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen

Amgen Retained

Note 1: Designates financial responsibility for the purchase and/or leasehold improvement cost of the underlying facilities expense

Note 2: Effective with the RT commencement date of the Supplier Management / License Management workstreams as applicable

AMGEN AND IBM CONFIDENTIAL E4-B Page 13 of 14 Tab: Facilities

                                         OTHER

Service Towers:		Disaster Planning		Disaster Recovery		Off-site Storage		Inflation / Deflation		Charging Mechanism
Messaging, Directory, & Collaboration		Amgen		Amgen		Amgen		Amgen		Retained
Application Servers		Amgen		Amgen		Amgen		Amgen		Retained
Utility Servers		Amgen		Amgen		Amgen		Amgen		Retained
Infrastructure Servers		Amgen		Amgen		Amgen		Amgen		Retained
Managed Network Services		IBM		IBM		N/A		IBM		Base/Variable
End-User		IBM		IBM		N/A		IBM		Base/Variable
Service Desk		IBM		IBM		N/A		IBM		Base/Variable
Projects		IBM		IBM		N/A		IBM		Project Charges
Cross-Functional - to the extent set forth in the Common Cross Functional Services SOW		IBM		IBM		IBM		IBM		Base/Variable
ISM		Amgen		Amgen		IBM		IBM		Base /Variable

AMGEN AND IBM CONFIDENTIAL E4-B Page 14 of 14 Tab: Other

Tab: Carrier Baselines

Note: Redacted portions have been marked with [*]. The redacted

portions are subject to a request for confidential treatment that has been filed

with the Securities and Exchange Commission.

ATTACHMENT 4-D

RESOURCE BASELINES

Attachment to Exhibit 4 (Pricing and Financial Provisions)

Informational or rollup

Base Services Volumes

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 1 of 1 Tab: Cover

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.				2013 Monthly Avg.				2014 Monthly Avg.				2015 Monthly Avg.				2016 Monthly Avg.
		Application Hosting Services
		All Site Types:
		Windows
AHS01		1-Critical Service Level			89				89				89				—				—				—				—				—
AHS02		2-High Service Level			633				633				633				—				—				—				—				—
AHS03		3-Standard Service Level			2,031				2,031				2,031				—				—				—				—				—
		Unix (Solaris)
AHS04		1-Critical Service Level			12				12				12				—				—				—				—				—
AHS05		2-High Service Level			93				93				93				—				—				—				—				—
AHS06		3-Standard Service Level			270				270				270				—				—				—				—				—
		Linux
AHS07		1-Critical Service Level			2				2				2				—				—				—				—				—
AHS08		2-High Service Level			89				89				89				—				—				—				—				—
AHS09		3-Standard Service Level			468				468				468				—				—				—				—				—
		AS400 (OS400)
AHS10		1-Critical Service Level			—				—				—				—				—				—				—				—
AHS11		2-High Service Level			6				6				6				—				—				—				—				—
AHS12		3-Standard Service Level			3				3				3				—				—				—				—				—
		OpenVMS
AHS13		1-Critical Service Level			—				—				—				—				—				—				—				—
AHS14		2-High Service Level			2				2				2				—				—				—				—				—
AHS15		3-Standard Service Level			5				5				5				—				—				—				—				—
		Other Unix (HP-UX, IRIX, True64)
AHS16		1-Critical Service Level			—				—				—				—				—				—				—				—
AHS17		2-High Service Level			1				1				1				—				—				—				—				—
AHS18		3-Standard Service Level			17				17				17				—				—				—				—				—
		Database & Middleware Support
AHS19		Oracle Database			1,138				1,138				1,138				—				—				—				—				—
AHS20		SQL Database			1,080				1,080				1,080				—				—				—				—				—
AHS21		Middleware Support			607				607				607				—				—				—				—				—
AHS22		Usable Disk Storage TBs - Shared (per TB) - Tier 1			150				345				519				—				—				—				—				—
AHS23		Usable Disk Storage TBs - Shared (per TB) - Tier 2			449				1,034				1,558				—				—				—				—				—
AHS24		Usable Disk Storage TBs - Shared (per TB) - Tier 3			1,034				581				279				1				—				—				—				—
AHS25		Usable Disk Storage TBs - Shared (per TB) - Tier 4			3,266				3,929				4,715				14				—				—				—				—
AHS26		Utility Server Support & Infrastructure			32,318				31,992				31,335				335				—				—				—				—

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 1 of 3 Tab: Global Total

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.				2013 Monthly Avg.				2014 Monthly Avg.				2015 Monthly Avg.				2016 Monthly Avg.
		Web Hosting Services (part of Application Hosting Services)
		Support Services
		All Site Types:
		Web Hosting Services
AHS27		1-Critical Service Level			92				92				92				—				—				—				—				—
AHS28		2-High Service Level			71				71				71				—				—				—				—				—
AHS29		3-Standard Service Level			66				66				66				—				—				—				—				—
		Managed Network Services
		Locations (Systems & Services)
		WAN-Company Facilities			—				—				—				—				—				—				—				—
MNS01		Site Type 1			8				8				8				8				8				8				8				8
MSN02		Site Type 2			37				37				36				36				36				36				36				36
MNS03		Tier 1 Hubs (distribution layer)			213				213				141				141				141				141				141				141
MNS04		Call Center Seats			234				234				297				—				—				—				—				—
MNS05		Video Conference Rooms			171				171				190				190				190				190				190				190
MNS06		PBXs: Small per system			24				24				22				—				—				—				—				—
MNS07		Medium per system			6				6				8				—				—				—				—				—
MNS08		Large per system			11				11				11				—				—				—				—				—
MNS09		Handsets - Digital per port			[*]				[*]				[*]				—				—				—				—				—
MNS10		Handsets - Analog per port			[*]				[*]				[*]				—				—				—				—				—
		VOICE - See “Carrier Baselines” Tab
MNS11		Voice - IMACs			518				522				522				4				—				—				—				—
MNS12		Pagers			—				1,482				380				378				378				378				378				378
		Messaging, Directory & Collaboration Services
		Support Services
		Standard Service Level
		E-mail Accounts			—				—				—				—				—				—				—				—

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 2 of 3 Tab: Global Total

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.				2013 Monthly Avg.				2014 Monthly Avg.				2015 Monthly Avg.				2016 Monthly Avg.
		LAN Services (part of Managed Network Services)
		Support Services
		Site Type 1: Code A
MNS13		LAN-Attached Devices			27,864				27,864				27,419				27,419				27,419				27,419				27,419				27,419
MNS14		VoIP			1,339				1,339				3,195				—				—				—				—				—
MNS15		Wireless Access Points (WAPs)			585				585				1,057				1,057				1,057				1,057				1,057				1,057
		Site Type 2: Code B, C, D
MNS16		LAN-Attached Devices			7,410				7,733				6,961				6,967				6,967				6,967				6,967				6,967
MNA17		VoIP			2,071				2,071				1,409				164				—				—				—				—
MNS18		Wireless Access Points (WAPs)			178				195				384				388				388				388				388				388
		Site Type 3: Code E
MNS19		LAN-Attached Devices			167				167				88				88				88				88				88				88
MNS20		VoIP			400				400				52				—				—				—				—				—
MNS21		Wireless Access Points (WAPs)			2				2				16				16				16				16				16				16
MNS22		100 MB			37,813				38,636				22,387				21,784				21,784				21,784				21,784				21,784
MNS23		10 GB			291				291				—				—				—				—				—				—
MNS24		GIG_E			2,538				2,538				12,581				12,690				12,690				12,690				12,690				12,690
MNS25		USTO WAP CISCO 3502E			—				—				—				—				—				—				—				—
MNS26		USTO WAP CISCO 3502I (internal Antenna)			—				—				—				—				—				—				—				—
		End-User Computing Services
		Support Services
		All Site Types - Standard Service Level
EUS01		Standard Desktops			[*]				[*]				[*]				[*]				[*]				—				—				—
EUS02		Standard Laptops			[*]				[*]				[*]				[*]				[*]				—				—				—
EUS03		Standard Unix Workstations			[*]				[*]				[*]				[*]				[*]				—				—				—
EUS04		Standard Network Printers			[*]				[*]				[*]				[*]				[*]				—				—				—
EUS05		Print Pages (000s) Black&White - Billable			6,015				6,028				5,130				5,201				84				—				—				—
EUS06		Print Pages (000s) Color - Billable			4,010				4,015				2,691				2,763				77				—				—				—
EUS07		Standard Handheld Devices/PDAs/Cell Phones/Data Cards			[*]				[*]				[*]				[*]				[*]				—				—				—
EUS08		Tablets			[*]				[*]				[*]				[*]				—				—				—				—
EUS09		Nextels (US Only)			4,722				4,722				—				—				—				—				—				—
EUS10		IMACs			4,760				4,812				4,755				4,792				89				—				—				—
		Service Desk Services
EUS11		Service Desk Seat			[*]				[*]				[*]				[*]				—				—				—				—

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 3 of 3 Tab: Global Total

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.		2013 Monthly Avg.		2014 Monthly Avg.		2015 Monthly Avg.		2016 Monthly Avg.
		Application Hosting Services
		All Site Types:
		Windows
AHS01		1-Critical Service Xxxxx			00				00				00
XXX00		0-Xxxx Service Level			633				633				633
AHS03		3-Standard Service Level			2,031				2,031				2,031
		Unix (Solaris)
AHS04		1-Critical Service Xxxxx			00				00				00
XXX00		0-Xxxx Service Xxxxx			00				00				00
XXX00		3-Standard Service Level			270				270				270
		Linux
AHS07		1-Critical Service Xxxxx			0				0				0
XXX00		0-Xxxx Service Xxxxx			00				00				00
XXX00		3-Standard Service Level			468				468				468
		AS400 (OS400)
AHS10		1-Critical Service Level			—				—				—
AHS11		2-High Service Level			6				6				6
AHS12		3-Standard Service Xxxxx			0				0				0
		XxxxXXX
XXX00		1-Critical Service Level			—				—				—
AHS14		2-High Service Level			2				2				2
AHS15		3-Standard Service Xxxxx			0				0				0
		Xxxxx Xxxx (HP-UX, IRIX, True64)
AHS16		1-Critical Service Level			—				—				—
AHS17		2-High Service Level			1				1				1
AHS18		3-Standard Service Xxxxx			00				00				00
		Xxxxxxxx & Middleware Support
AHS19		Oracle Database			1,138				1,138				1,138
AHS20		SQL Database			1,080				1,080				1,080
AHS21		Middleware Support			607				607				607
AHS22		Usable Disk Storage TBs - Shared (per TB) - Tier 1			150				345				519
AHS23		Usable Disk Storage TBs - Shared (per TB) - Tier 2			449				1,034				1,558
AHS24		Usable Disk Storage TBs - Shared (per TB) - Tier 3			932				519				248
AHS25		Usable Disk Storage TBs - Shared (per TB) - Tier 4			3,062				3,674				4,409
AHS26		Utility Server Support & Infrastructure			28,037				27,433				26,828

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 1 of 6 Tab: LCA US

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.				2013 Monthly Avg.				2014 Monthly Avg.				2015 Monthly Avg.				2016 Monthly Avg.
		Web Hosting Services (part of Application Hosting Services)
		Support Services
		All Site Types:
		Web Hosting Services
AHS27		1-Critical Service Xxxxx			00				00				00
XXX00		0-Xxxx Service Xxxxx			00				00				00
XXX00		3-Standard Service Level			66				66				66
		Managed Network Services
		Locations (Systems & Services)
		WAN-Company Facilities			—				—				—				—				—				—				—				—
MNS01		Site Type 1			8				8				8				8				8				8				8				8
MSN02		Site Type 2			37				37				36				36				36				36				36				36
MNS03		Tier 1 Hubs (distribution layer)			213				213				141				141				141				141				141				141
MNS04		Call Center Seats			234				234				297				—				—				—				—				—
MNS05		Video Conference Rooms			171				171				190				190				190				190				190				190
MNS06		PBXs: Small per system			24				24				22				—				—				—				—				—
MNS07		Medium per system			6				6				8				—				—				—				—				—
MNS08		Large per system			11				11				11				—				—				—				—				—
MNS09		Handsets - Digital per port			[*]				[*]				[*]				—				—				—				—				—
MNS10		Handsets - Analog per port			[*]				[*]				[*]				—				—				—				—				—
		VOICE - See “Carrier Baselines” Tab
MNS11		Voice - IMACs			456				456				456				—				—				—				—				—
MNS12		Pagers			—				1,482				378				378				378				378				378				378
		Messaging, Directory & Collaboration Services
		Support Services
		Standard Service Level
		E-mail Accounts			—				—				—				—				—				—				—				—

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 2 of 6 Tab: LCA US

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.				2013 Monthly Avg.				2014 Monthly Avg.				2015 Monthly Avg.				2016 Monthly Avg.
		LAN Services (part of Managed Network Services)
		Support Services
		Site Type 1: Code A
MNS13		LAN-Attached Devices			26,180				26,180				26,066				26,066				26,066				26,066				26,066				26,066
MNS14		VoIP			1,339				1,339				3,177				—				—				—				—				—
MNS15		Wireless Access Points (WAPs)			538				538				1,004				1,004				1,004				1,004				1,004				1,004
		Site Type 2: Code B, C, D
MNS16		LAN-Attached Devices			4,635				4,635				3,495				3,495				3,495				3,495				3,495				3,495
MSN17		VoIP			—				—				283				—				—				—				—				—
MNS18		Wireless Access Points (WAPs)			41				41				216				216				216				216				216				216
		Site Type 3: Code E
MNS19		LAN-Attached Devices			52				52				49				49				49				49				49				49
MNS20		VoIP			400				400				30				—				—				—				—				—
MNS21		Wireless Access Points (WAPs)			—				—				9				9				9				9				9				9
MNS22		100 MB			30,283				30,283				18,303				18,303				18,303				18,303				18,303				18,303
MNS23		10 GB			291				291				—				—				—				—				—				—
MNS24		GIG_E			2,239				2,239				11,307				11,307				11,307				11,307				11,307				11,307
MNS25		USTO WAP CISCO 3502E			—				—				—				—				—				—				—				—
MNS26					—				—				—				—				—				—				—				—
		End-User Computing Services
		Support Services
		All Site Types - Standard Service Level
EUS01		Standard Desktops			[*]				[*]				[*]				[*]
EUS02		Standard Laptops			[*]				[*]				[*]				[*]
EUS03		Standard Unix Workstations			[*]				[*]				[*]				[*]
EUS04		Standard Network Printers			[*]				[*]				[*]				[*]
EUS05		Print Pages (000s) Black&White - Billable			4,353				4,353				3,539				3,539
EUS06		Print Pages (000s) Color - Billable			3,308				3,308				1,948				1,948
EUS07		Standard Handheld Devices/PDAs/Cell Phones/Data Cards			[*]				[*]				[*]				[*]
EUS08		Tablets			[*]				[*]				[*]				[*]
EUS09		Nextels (US Only)			4,721				4,721				—
EUS10		IMACs			4,090				4,090				3,515				3,515
		Service Desk Services
EUS11		Service Desk Seat			[*]				[*]				[*]				[*]

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 3 of 6 Tab: LCA US

Tab: Carrier Baselines Attachment 4-D

Sites Included		Country
USAM		United States
USBM		United States
USBO		United States
USBT		United States
USCA		United States
USCF		United States
USCH		United States
USDC		United States
USFM		United States
USFW		United States
USGR		United States
USLO		United States
USMA		United States
USMV		United States
USOH		United States
USPA		United States
USPH		United States
USRI		United States
USSA		United States
USSC		United States
USSD		United States
USSF		United States
USSH		United States
USTO		United States
USWA		United States
PRJU		Puerto Rico
MXMC		Mexico
BRBR		Brazil
AUAP		Australia
AUBR		Australia
AUGF		Australia
AUME		Australia
AUNZ		New Zealand
AUPE		Australia

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 4 of 6 Tab: LCA US

Tab: Carrier Baselines Attachment 4-D

AUSY		Australia
CNHK		China
INMU		India
JPTO		Japan
SGSG		Singapore
CABN		Canada
CAMI		Canada
CAON		Canada
NEBR		Netherlands
NETB		Netherlands
GEMU		Germany
GERB		Germany
AEDU		United Arab Emirates
BEBR		Belgium
CZPR		Czech Republic
DEHE		Denmark
EETA		Estonia
FNLD		Finland
FRPA		France
GRAT		Greece
HUBU		Hungary
ITMI		Italy
XXXX		Xxxxxxxxx
XXXX		Xxxxxx
XXXX		Xxxxxx
XXXX		Xxxxxx
POLI		Portugal
RUMO		Russia
SKBR		Slovak Republic
SKPI		Slovak Republic
SLLJ		Slovenia
SPBA		Spain
SWEK		Sweden
AUVI		Austria
ATVI		Austria

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 5 of 6 Tab: LCA US

Tab: Carrier Baselines Attachment 4-D

UKCA		United Kingdom
UKUX		United Kingdom
IEDU		Ireland
SWLS		Switzerland
SWLU		Switzerland

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 6 of 6 Tab: LCA US

Tab: Carrier Baselines Attachment 4-D

RU ID

Description

2009 Monthly Avg.

2010 Monthly Avg.

2011 Monthly Avg.

2012 Monthly Avg.

2013 Monthly Avg.

2014 Monthly Avg.

2015 Monthly Avg.

2016 Monthly Avg.

Application Hosting Services

All Site Types:

Windows

AHS01

1-Critical Service Level

AHS02

2-High Service Level

AHS03

3-Standard Service Level

Unix (Solaris)

AHS04

1-Critical Service Level

AHS05

2-High Service Level

AHS06

3-Standard Service Level

Linux

AHS07

1-Critical Service Level

AHS08

2-High Service Level

AHS09

3-Standard Service Level

AS400 (OS400)

AHS10

1-Critical Service Level

AHS11

2-High Service Level

AHS12

3-Standard Service Level

OpenVMS

AHS13

1-Critical Service Level

AHS14

2-High Service Level

AHS15

3-Standard Service Level

Other Unix (HP-UX, IRIX, True64)

AHS16

1-Critical Service Level

AHS17

2-High Service Level

AHS18

3-Standard Service Level

Database & Middleware Support

AHS19

Oracle Database

AHS20

SQL Database

AHS21

Middleware Support

AHS22

Usable Disk Storage TBs - Shared (per TB) - Tier 1

AHS23

Usable Disk Storage TBs - Shared (per TB) - Tier 2

AHS24

Usable Disk Storage TBs - Shared (per TB) - Tier 3

AHS25

Usable Disk Storage TBs - Shared (per TB) - Tier 4

AHS26

Utility Server Support & Infrastructure

464

460

455

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 1 of 3 Tab: LCA Canada

Tab: Carrier Baselines Attachment 4-D

RU ID

Description

2009 Monthly Avg.

2010 Monthly Avg.

2011 Monthly Avg.

2012 Monthly Avg.

2013 Monthly Avg.

2014 Monthly Avg.

2015 Monthly Avg.

2016 Monthly Avg.

Web Hosting Services (part of Application Hosting Services)

Support Services

All Site Types:

Web Hosting Services

AHS27

1-Critical Service Level

AHS28

2-High Service Level

AHS29

3-Standard Service Level

Managed Network Services

Locations (Systems & Services)

WAN-Company Facilities

MNS01

Site Type 1

MSN02

Site Type 2

MNS03

Tier 1 Hubs (distribution layer)

MNS04

Call Center Seats

MNS05

Video Conference Rooms

MNS06

PBXs: Small per system

MNS07

Medium per system

MNS08

Large per system

MNS09

Handsets - Digital per port

MNS10

Handsets - Analog per port

VOICE - See “Carrier Baselines” Tab

MNS11

Voice - IMACs

14

14

14

—

—

—

—

—

MNS12

Pagers

—

—

—

—

—

—

—

—

Messaging, Directory & Collaboration Services

Support Services

Standard Service Level

E-mail Accounts

—

—

—

—

—

—

—

—

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 2 of 3 Tab: LCA Canada

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.				2013 Monthly Avg.				2014 Monthly Avg.				2015 Monthly Avg.				2016 Monthly Avg.
		LAN Services (part of Managed Network Services)
		Support Services
		Site Type 1: Code A
MNS13		LAN-Attached Devices			—				—				—				—				—				—				—				—
MNS14		VoIP			—				—				—				—				—				—				—				—
MNS15		Wireless Access Points (WAPs)			—				—				—				—				—				—				—				—
		Site Type 2: Code B, C, D
MNS16		LAN-Attached Devices			484				484				629				629				629				629				629				629
MNS17		VoIP			1,961				1,961				482				—				—				—				—				—
MNS18		Wireless Access Points (WAPs)			—				—				16				16				16				16				16				16
		Site Type 3: Code E
MNS19		LAN-Attached Devices			—				—				—				—				—				—				—				—
MNS20		VoIP			—				—				—				—				—				—				—				—
MNS21		Wireless Access Points (WAPs)			—				—				—				—				—				—				—				—
MNS22		100 MB			515				515				356				356				356				356				356				356
MNS23		10 GB			—				—				—				—				—				—				—				—
MNS24		GIG_E			48				48				273				273				273				273				273				273
MNS25		USTO WAP CISCO 3502E			—				—				—				—				—				—				—				—
MNS26		USTO WAP CISCO 3502I (internal Antenna)			—				—				—				—				—				—				—				—
		End-User Computing Services
		Support Services
		All Site Types - Standard Service Level
EUS01		Standard Desktops			[*]				[*]				[*]				[*]
EUS02		Standard Laptops			[*]				[*]				[*]				[*]
EUS03		Standard Unix Workstations			—				—				[*]				[*]
EUS04		Standard Network Printers			[*]				[*]				[*]				[*]
EUS05		Print Pages (000s) Black&White - Billable			68				68				83				83
EUS06		Print Pages (000s) Color - Billable			182				182				60				60
EUS07		Standard Handheld Devices/PDAs/Cell Phones/Data Cards			[*]				[*]				[*]				[*]
EUS08		Tablets			[*]				[*]				—				—
EUS09		Nextels (US Only)			—				—				—				—
EUS10		IMACs			75				75				90				90
		Service Desk Services
EUS11		Service Desk Seat

Sites Included		Country
CABN		Canada
CAMI		Canada
CAON		Canada

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 3 of 3 Tab: LCA Canada

Tab: Carrier Baselines Attachment 4-D

RU ID

Description

2009 Monthly Avg.

2010 Monthly Avg.

2011 Monthly Avg.

2012 Monthly Avg.

2013 Monthly Avg.

2014 Monthly Avg.

2015 Monthly Avg.

2016 Monthly Avg.

Application Hosting Services

All Site Types:

Windows

AHS01

1-Critical Service Level

AHS02

2-High Service Level

AHS03

3-Standard Service Level

Unix (Solaris)

AHS04

1-Critical Service Level

AHS05

2-High Service Level

AHS06

3-Standard Service Level

Linux

AHS07

1-Critical Service Level

AHS08

2-High Service Level

AHS09

3-Standard Service Level

AS400 (OS400)

AHS10

1-Critical Service Level

AHS11

2-High Service Level

AHS12

3-Standard Service Level

OpenVMS

AHS13

1-Critical Service Level

AHS14

2-High Service Level

AHS15

3-Standard Service Level

Other Unix (HP-UX, IRIX, True64)

AHS16

1-Critical Service Level

AHS17

2-High Service Level

AHS18

3-Standard Service Level

Database & Middleware Support

AHS19

Oracle Database

AHS20

SQL Database

AHS21

Middleware Support

AHS22

Usable Disk Storage TBs - Shared (per TB) - Tier 1

—

—

—

AHS23

Usable Disk Storage TBs - Shared (per TB) - Tier 2

—

—

—

AHS24

Usable Disk Storage TBs - Shared (per TB) - Tier 3

69

39

19

AHS25

Usable Disk Storage TBs - Shared (per TB) - Tier 4

138

166

199

AHS26

Utility Server Support & Infrastructure

2,782

2,740

2,703

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 1 of 4 Tab: LCA Netherlands

Tab: Carrier Baselines Attachment 4-D

RU ID

Description

2009 Monthly Avg.

2010 Monthly Avg.

2011 Monthly Avg.

2012 Monthly Avg.

2013 Monthly Avg.

2014 Monthly Avg.

2015 Monthly Avg.

2016 Monthly Avg.

Web Hosting Services (part of Application Hosting Services)

Support Services

All Site Types:

Web Hosting Services

AHS27

1-Critical Service Level

AHS28

2-High Service Level

AHS29

3-Standard Service Level

Managed Network Services

Locations (Systems & Services)

WAN-Company Facilities

MNS01

Site Type 1

MSN02

Site Type 2

MNS03

Tier 1 Hubs (distribution layer)

MNS04

Call Center Seats

MNS05

Video Conference Rooms

MNS06

PBXs: Small per system

MNS07

Medium per system

MNS08

Large per system

MNS09

Handsets - Digital per port

MNS10

Handsets - Analog per port

VOICE - See “Carrier Baselines” Tab

MNS11

Voice - IMACs

36

36

36

—

—

—

—

—

MNS12

Pagers

—

—

—

—

—

—

—

—

Messaging, Directory & Collaboration Services

Support Services

Standard Service Level

E-mail Accounts

—

—

—

—

—

—

—

—

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 2 of 4 Tab: LCA Netherlands

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.				2013 Monthly Avg.				2014 Monthly Avg.				2015 Monthly Avg.				2016 Monthly Avg.
		LAN Services (part of Managed Network Services)
		Support Services
		Site Type 1: Code A
MNS13		LAN-Attached Devices			928				928				1,353				1,353				1,353				1,353				1,353				1,353
MNS14		VoIP			—				—				18				—				—				—				—				—
MNS15		Wireless Access Points (WAPs)			43				43				53				53				53				53				53				53
		Site Type 2: Code B, C, D
MNS16		LAN-Attached Devices			1,920				1,920				1,557				1,557				1,557				1,557				1,557				1,557
MNS17		VoIP			—				—				354				—				—				—				—				—
MNS18		Wireless Access Points (WAPs)			75				75				77				77				77				77				77				77
		Site Type 3: Code E
MNS19		LAN-Attached Devices			79				79				16				16				16				16				16				16
MNS20		VoIP			—				—				22				—				—				—				—				—
MNS21		Wireless Access Points (WAPs)			—				—				1				1				1				1				1				1
MNS22		100 MB			5,716				5,716				2,244				2,244				2,244				2,244				2,244				2,244
MNS23		10 GB			—				—				—				—				—				—				—				—
MNS24		GIG_E			191				191				682				682				682				682				682				682
MNS25		USTO WAP CISCO 3502E			—				—				—				—				—				—				—				—
MNS26		USTO WAP CISCO 3502I (internal Antenna)			—				—				—				—				—				—				—				—
		End-User Computing Services
		Support Services
		All Site Types - Standard Service Level
EUS01		Standard Desktops			[*]				[*]				[*]				[*]
EUS02		Standard Laptops			[*]				[*]				[*]				[*]
EUS03		Standard Unix Workstations			—				—				—				—
EUS04		Standard Network Printers			[*]				[*]				[*]				[*]
EUS05		Print Pages (000s) Black&White - Billable			1,112				1,112				1,210				1,210
EUS06		Print Pages (000s) Color - Billable			381				381				494				494
EUS07		Standard Handheld Devices/PDAs/Cell Phones/Data Cards			[*]				[*]				[*]				[*]
EUS08		Tablets			[*]				[*]				[*]				[*]
EUS09		Nextels (US Only)			1				1				—				—
EUS10		IMACs			435				435				875				875
		Service Desk Services
EUS11		Service Desk Seat			[*]				[*]				[*]				[*]

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 3 of 4 Tab: LCA Netherlands

Tab: Carrier Baselines Attachment 4-D

Sites Included		Country
NEBR		Netherlands
NETB		Netherlands
GEMU		Germany
GERB		Germany
AEDU		United Arab Emirates
BEBR		Belgium
CZPR		Czech Republic
DEHE		Denmark
EETA		Estonia
FNLD		Finland
FRPA		France
GRAT		Greece
HUBU		Hungary
ITMI		Italy
XXXX		Xxxxxxxxx
XXXX		Xxxxxx
XXXX		Xxxxxx
XXXX		Xxxxxx
POLI		Portugal
RUMO		Russia
SKBR		Slovak Republic
SKPI		Slovak Republic
SLLJ		Slovenia
SPBA		Spain
AUVI		Austria
ATVI		Austria
SWEK		Sweden
UKCA		United Kingdom
UKUX		United Kingdom
IEDU		Ireland
SWLS		Switzerland
SWLU		Switzerland

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 4 of 4 Tab: LCA Netherlands

Tab: Carrier Baselines Attachment 4-D

RU ID

Description

2009 Monthly Avg.

2010 Monthly Avg.

2011 Monthly Avg.

2012 Monthly Avg.

2013 Monthly Avg.

2014 Monthly Avg.

2015 Monthly Avg.

2016 Monthly Avg.

Application Hosting Services

All Site Types:

Windows

AHS01

1-Critical Service Level

AHS02

2-High Service Level

AHS03

3-Standard Service Level

Unix (Solaris)

AHS04

1-Critical Service Level

AHS05

2-High Service Level

AHS06

3-Standard Service Level

Linux

AHS07

1-Critical Service Level

AHS08

2-High Service Level

AHS09

3-Standard Service Level

AS400 (OS400)

AHS10

1-Critical Service Level

AHS11

2-High Service Level

AHS12

3-Standard Service Level

OpenVMS

AHS13

1-Critical Service Level

AHS14

2-High Service Level

AHS15

3-Standard Service Level

Other Unix (HP-UX, IRIX, True64)

AHS16

1-Critical Service Level

AHS17

2-High Service Level

AHS18

3-Standard Service Level

Database & Middleware Support

AHS19

Oracle Database

AHS20

SQL Database

AHS21

Middleware Support

AHS22

Usable Disk Storage TBs - Shared (per TB) - Tier 1

—

—

—

AHS23

Usable Disk Storage TBs - Shared (per TB) - Tier 2

—

—

—

AHS24

Usable Disk Storage TBs - Shared (per TB) - Tier 3

33

19

9

AHS25

Usable Disk Storage TBs - Shared (per TB) - Tier 4

66

79

95

AHS26

Utility Server Support & Infrastructure

792

779

769

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 1 of 3 Tab: LCA UK

Tab: Carrier Baselines Attachment 4-D

RU ID

Description

2009 Monthly Avg.

2010 Monthly Avg.

2011 Monthly Avg.

2012 Monthly Avg.

2013 Monthly Avg.

2014 Monthly Avg.

2015 Monthly Avg.

2016 Monthly Avg.

Web Hosting Services (part of Application Hosting Services)

Support Services

All Site Types:

Web Hosting Services

AHS27

1-Critical Service Level

AHS28

2-High Service Level

AHS29

3-Standard Service Level

Managed Network Services

Locations (Systems & Services)

WAN-Company Facilities

MNS01

Site Type 1

MSN02

Site Type 2

MNS03

Tier 1 Hubs (distribution layer)

MNS04

Call Center Seats

MNS05

Video Conference Rooms

MNS06

PBXs: Small per system

MNS07

Medium per system

MNS08

Large per system

MNS09

Handsets - Digital per port

MNS10

Handsets - Analog per port

VOICE - See “Carrier Baselines” Tab

MNS11

Voice - IMACs

8

8

8

—

—

—

—

—

MNS12

Pagers

—

—

—

—

—

—

—

—

Messaging, Directory & Collaboration Services

Support Services

Standard Service Level

E-mail Accounts

—

—

—

—

—

—

—

—

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 2 of 3 Tab: LCA UK

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.				2013 Monthly Avg.				2014 Monthly Avg.				2015 Monthly Avg.				2016 Monthly Avg.
		LAN Services (part of Managed Network Services)
		Support Services
		Site Type 1: Code A
MNS13		LAN-Attached Devices			756				756				—				—				—				—				—				—
MNS14		VoIP			—				—				—				—				—				—				—				—
MNS15		Wireless Access Points (WAPs)			4				4				—				—				—				—				—				—
		Site Type 2: Code B, C, D
MNS16		LAN-Attached Devices			103				103				604				604				604				604				604				604
MNS17		VoIP			—				—				145				—				—				—				—				—
MNS18		Wireless Access Points (WAPs)			33				33				33				33				33				33				33				33
		Site Type 3: Code E
MNS19		LAN-Attached Devices			—				—				—				—				—				—				—				—
MNS20		VoIP			—				—				—				—				—				—				—				—
MNS21		Wireless Access Points (WAPs)			—				—				—				—				—				—				—				—
MNS22		100 MB			563				563				477				477				477				477				477				477
MNS23		10 GB			—				—				—				—				—				—				—				—
MNS24		GIG_E			20				20				127				127				127				127				127				127
MNS25		USTO WAP CISCO 3502E			—				—				—				—				—				—				—				—
MNS26		USTO WAP CISCO 3502I (internal Antenna)			—				—				—				—				—				—				—				—
		End-User Computing Services
		Support Services
		All Site Types - Standard Service Level
EUS01		Standard Desktops			[*]				[*]				[*]				[*]
EUS02		Standard Laptops			[*]				[*]				[*]				[*]
EUS03		Standard Unix Workstations			—				—				—				—
EUS04		Standard Network Printers			[*]				[*]				[*]				[*]
EUS05		Print Pages (000s) Black&White - Billable			371				371				195				195
EUS06		Print Pages (000s) Color - Billable			80				80				112				112
EUS07		Standard Handheld Devices/PDAs/Cell Phones/Data Cards			[*]				[*]				[*]				[*]
EUS08		Tablets			[*]				[*]				[*]				[*]
EUS09		Nextels (US Only)			—				—				—				—
EUS10		IMACs			123				123				200				200
		Service Desk Services
EUS11		Service Desk Seat

Sites Included		Country
UKCA		United Kingdom
UKUX		United Kingdom
IEDU		Ireland

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 3 of 3 Tab: LCA UK

Tab: Carrier Baselines Attachment 4-D

RU ID

Description

2009 Monthly Avg.

2010 Monthly Avg.

2011 Monthly Avg.

2012 Monthly Avg.

2013 Monthly Avg.

2014 Monthly Avg.

2015 Monthly Avg.

2016 Monthly Avg.

Application Hosting Services

All Site Types:

Windows

AHS01

1-Critical Service Level

AHS02

2-High Service Level

AHS03

3-Standard Service Level

Unix (Solaris)

AHS04

1-Critical Service Level

AHS05

2-High Service Level

AHS06

3-Standard Service Level

Linux

AHS07

1-Critical Service Level

AHS08

2-High Service Level

AHS09

3-Standard Service Level

AS400 (OS400)

AHS10

1-Critical Service Level

AHS11

2-High Service Level

AHS12

3-Standard Service Level

OpenVMS

AHS13

1-Critical Service Level

AHS14

2-High Service Level

AHS15

3-Standard Service Level

Other Unix (HP-UX, IRIX, True64)

AHS16

1-Critical Service Level

AHS17

2-High Service Level

AHS18

3-Standard Service Level

Database & Middleware Support

AHS19

Oracle Database

AHS20

SQL Database

AHS21

Middleware Support

AHS22

Usable Disk Storage TBs - Shared (per TB) - Tier 1

—

—

—

AHS23

Usable Disk Storage TBs - Shared (per TB) - Tier 2

—

—

—

AHS24

Usable Disk Storage TBs - Shared (per TB) - Tier 3

5

3

1

AHS25

Usable Disk Storage TBs - Shared (per TB) - Tier 4

10

12

14

AHS26

Utility Server Support & Infrastructure

340

342

335

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 1 of 3 Tab: LCA Switzerland

Tab: Carrier Baselines Attachment 4-D

RU ID

Description

2009 Monthly Avg.

2010 Monthly Avg.

2011 Monthly Avg.

2012 Monthly Avg.

2013 Monthly Avg.

2014 Monthly Avg.

2015 Monthly Avg.

2016 Monthly Avg.

Web Hosting Services (part of Application Hosting Services)

Support Services

All Site Types:

Web Hosting Services

AHS27

1-Critical Service Level

AHS28

2-High Service Level

AHS29

3-Standard Service Level

Managed Network Services

Locations (Systems & Services)

WAN-Company Facilities

MNS01

Site Type 1

MSN02

Site Type 2

MNS03

Tier 1 Hubs (distribution layer)

MNS04

Call Center Seats

MNS05

Video Conference Rooms

MNS06

PBXs: Small per system

MNS07

Medium per system

MNS08

Large per system

MNS09

Handsets - Digital per port

MNS10

Handsets - Analog per port

VOICE - See “Carrier Baselines” Tab

MNS11

Voice - IMACs

4

4

4

—

—

—

—

—

MNS12

Pagers

—

2

—

—

—

—

—

—

Messaging, Directory & Collaboration Services

Support Services

Standard Service Level

E-mail Accounts

—

—

—

—

—

—

—

—

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 2 of 3 Tab: LCA Switzerland

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.				2013 Monthly Avg.				2014 Monthly Avg.				2015 Monthly Avg.				2016 Monthly Avg.
		LAN Services (part of Managed Network Services)
		Support Services
		Site Type 1: Code A
MNS13		LAN-Attached Devices			—				—				—				—				—				—				—				—
MNS14		VoIP			—				—				—				—				—				—				—				—
MNS15		Wireless Access Points (WAPs)			—				—				—				—				—				—				—				—
		Site Type 2: Code B, C, D
MNS16		LAN-Attached Devices			323				323				329				329				329				329				329				329
MNS17		VoIP			—				—				164				—				—				—				—				—
MNS18		Wireless Access Points (WAPs)			17				17				21				21				21				21				21				21
		Site Type 3: Code E
MNS19		LAN-Attached Devices			—				—				—				—				—				—				—				—
MNS20		VoIP			—				—				—				—				—				—				—				—
MNS21		Wireless Access Points (WAPs)			—				—				—				—				—				—				—				—
MNS22		100 MB			823				823				220				220				220				220				220				220
MNS23		10 GB			—				—				—				—				—				—				—				—
MNS24		GIG_E			—				—				109				109				109				109				109				109
MNS25		USTO WAP CISCO 3502E			—				—				—				—				—				—				—				—
MNS26		USTO WAP CISCO 3502I (internal Antenna)			—				—				—				—				—				—				—				—
		End-User Computing Services
		Support Services
		All Site Types - Standard Service Level
EUS01		Standard Desktops			[*]				[*]				[*]				[*]
EUS02		Standard Laptops			[*]				[*]				[*]				[*]
EUS03		Standard Unix Workstations			—				—				[*]				[*]
EUS04		Standard Network Printers			[*]				[*]				[*]				[*]
EUS05		Print Pages (000s) Black&White - Billable			13				13				84				84
EUS06		Print Pages (000s) Color - Billable			5				5				77				77
EUS07		Standard Handheld Devices/PDAs/Cell Phones/Data Cards			[*]				[*]				[*]				[*]
EUS08		Tablets			—				—				—				—
EUS09		Nextels (US Only)			—				—				—				—
EUS10		IMACs			52				52				89				89
		Service Desk Services
EUS11		Service Desk Seat

Sites Included		Country
SWLS		Switzerland
SWLU		Switzerland

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 3 of 3 Tab: LCA Switzerland

Tab: Carrier Baselines Attachment 4-D

RU ID

Description

2009 Monthly Avg.

2010 Monthly Avg.

2011 Monthly Avg.

2012 Monthly Avg.

2013 Monthly Avg.

2014 Monthly Avg.

2015 Monthly Avg.

2016 Monthly Avg.

Application Hosting Services

All Site Types:

Windows

AHS01

1-Critical Service Level

AHS02

2-High Service Level

AHS03

3-Standard Service Level

Unix (Solaris)

AHS04

1-Critical Service Level

AHS05

2-High Service Level

AHS06

3-Standard Service Level

Linux

AHS07

1-Critical Service Level

AHS08

2-High Service Level

AHS09

3-Standard Service Level

AS400 (OS400)

AHS10

1-Critical Service Level

AHS11

2-High Service Level

AHS12

3-Standard Service Level

OpenVMS

AHS13

1-Critical Service Level

AHS14

2-High Service Level

AHS15

3-Standard Service Level

Other Unix (HP-UX, IRIX, True64)

AHS16

1-Critical Service Level

AHS17

2-High Service Level

AHS18

3-Standard Service Level

Database & Middleware Support

AHS19

Oracle Database

AHS20

SQL Database

AHS21

Middleware Support

AHS22

Usable Disk Storage TBs - Shared (per TB) - Tier 1

AHS23

Usable Disk Storage TBs - Shared (per TB) - Tier 2

AHS24

Usable Disk Storage TBs - Shared (per TB) - Tier 3

AHS25

Usable Disk Storage TBs - Shared (per TB) - Tier 4

AHS26

Utility Server Support & Infrastructure

243

240

238

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 1 of 4 Tab: LCA Australia

Tab: Carrier Baselines Attachment 4-D

RU ID

Description

2009 Monthly Avg.

2010 Monthly Avg.

2011 Monthly Avg.

2012 Monthly Avg.

2013 Monthly Avg.

2014 Monthly Avg.

2015 Monthly Avg.

2016 Monthly Avg.

Web Hosting Services (part of Application Hosting Services)

Support Services

All Site Types:

Web Hosting Services

AHS27

1-Critical Service Level

AHS28

2-High Service Level

AHS29

3-Standard Service Level

Managed Network Services

Locations (Systems & Services)

WAN-Company Facilities

MNS01

Site Type 1

MSN02

Site Type 2

MNS03

Tier 1 Hubs (distribution layer)

MNS04

Call Center Seats

MNS05

Video Conference Rooms

MNS06

PBXs: Small per system

MNS07

Medium per system

MNS08

Large per system

MNS09

Handsets - Digital per port

MNS10

Handsets - Analog per port

VOICE - See “Carrier Baselines” Tab

MNS11

Voice - IMACs

4

4

4

—

—

—

—

—

MNS12

Pagers

—

—

—

—

—

—

—

—

Messaging, Directory & Collaboration Services

Support Services

Standard Service Level

E-mail Accounts

—

—

—

—

—

—

—

—

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 2 of 4 Tab: LCA Australia

Tab: Carrier Baselines Attachment 4-D

RU ID		Description		2009 Monthly Avg.				2010 Monthly Avg.				2011 Monthly Avg.				2012 Monthly Avg.				2013 Monthly Avg.				2014 Monthly Avg.				2015 Monthly Avg.				2016 Monthly Avg.
		LAN Services (part of Managed Network Services)
		Support Services
		Site Type 1: Code A
MNS13		LAN-Attached Devices			—				—				—				—				—				—				—				—
MNS14		VoIP			—				—				—				—				—				—				—				—
MNS15		Wireless Access Points (WAPs)			—				—				—				—				—				—				—				—
		Site Type 2: Code B, C, D
MNS16		LAN-Attached Devices			268				268				353				353				353				353				353				353
MNS17		VoIP			000				000				005				—				—				—				—				—
MNS18		Wireless Access Points (WAPs)			29				29				25				25				25				25				25				25
		Site Type 3: Code E
MNS19		LAN-Attached Devices			36				36				23				23				23				23				23				23
MNS20		VoIP			—				—				—				—				—				—				—				—
MNS21		Wireless Access Points (WAPs)			2				2				6				6				6				6				6				6
MNS22		100 MB			736				736				184				184				184				184				184				184
MNS23		10 GB			—				—				—				—				—				—				—				—
MNS24		GIG_E			40				40				192				192				192				192				192				192
MNS25		USTO WAP CISCO 3502E			—				—				—				—				—				—				—				—
MNS26		USTO WAP CISCO 3502I (internal Antenna)			—				—				—				—				—				—				—				—
		End-User Computing Services
		Support Services
		All Site Types - Standard Service Level
EUS01		Standard Desktops			[*	]			[*	]			[*	]			[*	]
EUS02		Standard Laptops			[*	]			[*	]			[*	]			[*	]
EUS03		Standard Unix Workstations			[*	]			[*	]			[*	]			[*	]
EUS04		Standard Network Printers			[*	]			[*	]			[*	]			[*	]
EUS05		Print Pages (000s) Black&White - Billable			111				111				90				90
EUS06		Print Pages (000s) Color - Billable			59				59				72				72
EUS07		Standard Handheld Devices/PDAs/Cell Phones/Data Cards			[*	]			[*	]			[*	]			[*	]
EUS08		Tablets			[*	]			[*	]			[*	]			[*	]
EUS09		Nextels (US Only)			—				—				—				—
EUS10		IMACs			37				37				23				23
		Service Desk Services
EUS11		Service Desk Seat

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 3 of 4 Tab: LCA Australia

Tab: Carrier Baselines Attachment 4-D

Sites Included		Country
AUAP		Australia
AUBR		Australia
AUGF		Australia
AUME		Australia
AUNZ		New Zealand
AUPE		Australia
AUSY		Australia
CNHK		China
INMU		India
JPTO		Japan
SGSG		Singapore

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 4 of 4 Tab: LCA Australia

Tab: Carrier Baselines Attachment 4-D

Site Code

Description

Definition

Unit of Measure

Year 1 Month 1

Year 1 Month 2

Year 1 Month 3

Managed Network Services

Volume

Volume

Volume

DATA CARRIER PRICING

IBMB

MPLS Access - OC3

MPLS Access

access loop

NA

NA

NA

IBMB

MPLS Port - 155 Mbps

MPLS Port

Port

NA

NA

NA

IBMB

CoS Package Multimedia Std Svc - 155 Mbps

MPLS CDR

CDR

NA

NA

NA

IBMB

MPLS Access - OC3

MPLS Access

access loop

NA

NA

NA

IBMB

MPLS Port - 155 Mbps

MPLS Port

Port

NA

NA

NA

IBMB

CoS Package Multimedia Std Svc - 155 Mbps

MPLS CDR

CDR

NA

NA

NA

IBMC

MPLS Access - OC3

MPLS Access

access loop

NA

NA

NA

IBMC

MPLS Port - 155 Mbps

MPLS Port

Port

NA

NA

NA

IBMC

CoS Package Multimedia Std Svc - 155 Mbps

MPLS CDR

CDR

NA

NA

NA

PRJU

MPLS Access - DS3

MPLS Access

access loop

NA

NA

NA

PRJU

MPLS Port - 45 Mbps

MPLS Port

Port

NA

NA

NA

PRJU

CoS Package Multimedia Std Svc - 45 Mbps

MPLS CDR

CDR

NA

NA

NA

PRJU

MPLS Access - DS3

MPLS Access

access loop

NA

NA

NA

PRJU

MPLS Port - 45 Mbps

MPLS Port

Port

NA

NA

NA

PRJU

CoS Package Multimedia Std Svc - 45 Mbps

MPLS CDR

CDR

NA

NA

NA

USAM

MPLS Access - DS3

MPLS Access

access loop

NA

NA

NA

USAM

MPLS Port - 45 Mbps

MPLS Port

Port

NA

NA

NA

USAM

CoS Package Multimedia Std Svc - 45 Mbps

MPLS CDR

CDR

NA

NA

NA

USAM

MPLS Access - DS3

MPLS Access

access loop

NA

NA

NA

USAM

MPLS Port - 45 Mbps

MPLS Port

Port

NA

NA

NA

USAM

CoS Package Multimedia Std Svc - 45 Mbps

MPLS CDR

CDR

NA

NA

NA

USBO

MPLS Access - OC3

MPLS Access

access loop

NA

NA

NA

USBO

MPLS Port - 155 Mbps

MPLS Port

Port

NA

NA

NA

USBO

CoS Package Multimedia Std Svc - 155 Mbps

MPLS CDR

CDR

NA

NA

NA

USBO

MPLS Access - OC3

MPLS Access

access loop

NA

NA

NA

USBO

MPLS Port - 155 Mbps

MPLS Port

Port

NA

NA

NA

USBO

CoS Package Multimedia Std Svc - 155 Mbps

MPLS CDR

CDR

NA

NA

NA

USCA

MPLS Access - 3.088 Mbps (2xT1.544)

MPLS Access

access loop

NA

NA

NA

USCA

MPLS AVPN Port - 3.088 Mbps

MPLS Port

Port

NA

NA

NA

USCA

CoS Package Multimedia Std Svc - 3.088 Mbps

MPLS CDR

CDR

NA

NA

NA

USCH

MPLS Access - 10.808 Mbps (7xT1.544)

MPLS Access

access loop

NA

NA

NA

USCH

MPLS Port - 10.808 Mbps

MPLS Port

Port

NA

NA

NA

USCH

CoS Package Multimedia Std Svc - 10.808M

MPLS CDR

CDR

NA

NA

NA

USCH

MPLS Access - 3.088 Mbps (2xT1.544)

MPLS Access

access loop

NA

NA

NA

USCH

MPLS AVPN Port - 3.088 Mbps

MPLS Port

Port

NA

NA

NA

USCH

CoS Package Multimedia Std Svc - 3.088 Mbps

MPLS CDR

CDR

NA

NA

NA

USDC

MPLS Access - 10.808 Mbps (7xT1.544)

MPLS Access

access loop

NA

NA

NA

USDC

MPLS Port - 10.808 Mbps

MPLS Port

Port

NA

NA

NA

USDC

CoS Package Multimedia Std Svc - 10.808M

MPLS CDR

CDR

NA

NA

NA

USDC

MPLS Access - 3.088 Mbps (2xT.544)

MPLS Access

access loop

NA

NA

NA

USDC

MPLS AVPN Port - 3.088 Mbps

MPLS Port

Port

NA

NA

NA

USDC

CoS Package Multimedia Std Svc - 3.088 Mbps

MPLS CDR

CDR

NA

NA

NA

USFM

MPLS Port - 20 Mbps

MPLS Port

Port

NA

NA

NA

USFM

CoS Package Multimedia Std Svc - 20 Mbps

MPLS CDR

CDR

NA

NA

NA

USFM

MPLS Port - 20 Mbps

MPLS Port

Port

NA

NA

NA

USFM

CoS Package Multimedia Std Svc - 20 Mbps

MPLS CDR

CDR

NA

NA

NA

USFM

MPLS Access - DS3

MPLS Access

access loop

NA

NA

NA

USFM

MPLS Access - DS3

MPLS Access

access loop

NA

NA

NA

USLO

MPLS Access - 10.808 Mbps (7xT1.544)

MPLS Access

access loop

NA

NA

NA

USLO

MPLS Port - 10.808 Mbps

MPLS Port

Port

NA

NA

NA

USLO

CoS Package Multimedia Std Svc - 10.808M

MPLS CDR

CDR

NA

NA

NA

USLO

MPLS Access - 10.808 Mbps (7xT1.544)

MPLS Access

access loop

NA

NA

NA

USLO

MPLS Port - 10.808 Mbps

MPLS Port

Port

NA

NA

NA

USLO

CoS Package Multimedia Std Svc - 10.808M

MPLS CDR

CDR

NA

NA

NA

USMA

MPLS Access - 10.808 Mbps (7xT1.544)

MPLS Access

access loop

NA

NA

NA

USMA

MPLS Port - 10.808 Mbps

MPLS Port

Port

NA

NA

NA

USMA

CoS Package Multimedia Std Svc - 10.808M

MPLS CDR

CDR

NA

NA

NA

USMA

MPLS Access - 3.088 Mbps (2xT1.544)

MPLS Access

access loop

NA

NA

NA

USMA

MPLS AVPN Port - 3.088 Mbps

MPLS Port

Port

NA

NA

NA

USMA

CoS Package Multimedia Std Svc - 3.088 Mbps

MPLS CDR

CDR

NA

NA

NA

USMV

MPLS Access - 9.264 Mbps (6xT1.544)

MPLS Access

access loop

NA

NA

NA

USMV

MPLS Port - 9.264 Mbps

MPLS Port

Port

NA

NA

NA

USMV

CoS Package Multimedia Std Svc - 9.246 Mbps

MPLS CDR

CDR

NA

NA

NA

USMV

MPLS Access - 3.088 Mbps (2xT1.544)

MPLS Access

access loop

NA

NA

NA

USMV

MPLS AVPN Port - 3.088 Mbps

MPLS Port

Port

NA

NA

NA

USMV

CoS Package Multimedia Std Svc - 3.088 Mbps

MPLS CDR

CDR

NA

NA

NA

USPH

MPLS Access - 10.808 Mbps (7xT1.544)

MPLS Access

access loop

NA

NA

NA

USPH

MPLS Port - 10.808 Mbps

MPLS Port

Port

NA

NA

NA

USPH

CoS Package Multimedia Std Svc - 10.808M

MPLS CDR

CDR

NA

NA

NA

USPH

MPLS Access - 3.088 Mbps (2xT1.544)

MPLS Access

access loop

NA

NA

NA

USPH

MPLS AVPN Port - 3.088 Mbps

MPLS Port

Port

NA

NA

NA

USPH

CoS Package Multimedia Std Svc - 3.088 Mbps

MPLS CDR

CDR

NA

NA

NA

USRI

MPLS Access - OC3

MPLS Access

access loop

NA

NA

NA

USRI

MPLS Port - 155 Mbps

MPLS Port

Port

NA

NA

NA

USRI

CoS Package Multimedia Std Svc - 155 Mbps

MPLS CDR

CDR

NA

NA

NA

USRI

MPLS Access - OC3

MPLS Access

access loop

NA

NA

NA

USRI

MPLS Port - 155 Mbps

MPLS Port

Port

NA

NA

NA

USRI

CoS Package Multimedia Std Svc - 155 Mbps

MPLS CDR

CDR

NA

NA

NA

USSD

MPLS Access - 3.088 Mbps (2xT1.544)

MPLS Access

access loop

NA

NA

NA

USSD

MPLS AVPN Port - 3.088 Mbps

MPLS Port

Port

NA

NA

NA

USSD

CoS Package Multimedia Std Svc - 3.088 Mbps

MPLS CDR

CDR

NA

NA

NA

USSF

MPLS Access - DS3

MPLS Access

access loop

NA

NA

NA

USSF

MPLS Port - 45 Mbps

MPLS Port

Port

NA

NA

NA

USSF

CoS Package Multimedia Std Svc - 45 Mbps

MPLS CDR

CDR

NA

NA

NA

USSF

MPLS Access - DS3

MPLS Access

access loop

NA

NA

NA

USSF

MPLS Port - 45 Mbps

MPLS Port

Port

NA

NA

NA

USSF

CoS Package Multimedia Std Svc - 45 Mbps

MPLS CDR

CDR

NA

NA

NA

USTO

MPLS Access - OC3

MPLS Access

access loop

NA

NA

NA

USTO

MPLS Port - 155 Mbps

MPLS Port

Port

NA

NA

NA

USTO

CoS Package Multimedia Std Svc - 155 Mbps

MPLS CDR

CDR

NA

NA

NA

USTO

MPLS Access - OC3

MPLS Access

access loop

NA

NA

NA

USTO

MPLS Port - 155 Mbps

MPLS Port

Port

NA

NA

NA

USTO

CoS Package Multimedia Std Svc - 155 Mbps

MPLS CDR

CDR

NA

NA

NA

USWA

MPLS Access - DS3

MPLS Access

access loop

NA

NA

NA

USWA

MPLS Port - 45 Mbps

MPLS Port

Port

NA

NA

NA

USWA

CoS Package Multimedia Std Svc - 45 Mbps

MPLS CDR

CDR

NA

NA

NA

USWA

MPLS Access - DS3

MPLS Access

access loop

NA

NA

NA

USWA

MPLS Port - 45 Mbps

MPLS Port

Port

NA

NA

NA

USWA

CoS Package Multimedia Std Svc - 45 Mbps

MPLS CDR

CDR

NA

NA

NA

AEDU

512 Kbps

MPLS Acxxxx

xxxxxx xxxx

XX

XX

XX

XXXX

000 Xbps

MPLS Port

PORT

NA

NA

NA

AEDU

128 Kbps

MPLS CDR

ePVC

NA

NA

NA

ATVI

8 Mbps

MPLS Acxxxx

xxxxxx xxxx

XX

XX

XX

XXXX

0 Xbps

MPLS Poxx

XXXX

XX

XX

XX

XXXX

0000 Xbps

MPLS CDR

ePVC

NA

NA

NA

ATVI

2 Mbps

MPLS Acxxxx

xxxxxx xxxx

XX

XX

XX

XXXX

0 Xbps

MPLS Port

PORT

NA

NA

NA

ATVI

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

AUBR

8 Mbps

MPLS Acxxxx

xxxxxx xxxx

XX

XX

XX

XXXX

0 Xbps

MPLS Port

PORT

NA

NA

NA

AUBR

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

AUBR

2 Mbps

MPLS Access

access loop

NA

NA

NA

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 1 of 17 Tab: Carrier Baselines

Tab: Carrier Baselines Attachment 4-D

																														5 Year Term																				Optional One Year Extensions
Year 1 Month 4		Year 1 Month 5		Year 1 Month 6		Year 1 Month 7				Year 1 Month 8				Year 1 Month 9				Year 1 Month 10				Year 1 Month 11				Year 1 Month 12				2009				2010				2011				2012				2013				2014				2015				2016
Volume		Volume		Volume		Volume				Volume				Volume				Volume				Volume				Volume				Avg Mthly Vol				Avg Mthly Vol				Avg Mthly Vol				Avg Mthly Vol				Avg Mthly Vol				Avg Mthly Vol				Avg Mthly Vol				Avg Mthly Vol
NA		NA		NA			0				0				0				0				0				0				0				0				0				0				0				0				0				0
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				0				0				0				0				0				0				0
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 2 of 17 Tab: Carrier Baselines

Tab: Carrier Baselines Attachment 4-D

Site Name		Primary or Backup		Additional Comments
		primary		Will be utilizing IBM Boulder Private access Facilities.
IBM Boulder data center		primary
IBM Boulder data center		primary
		backup		Will be utilizing IBM Boulder Private access Facilities.
IBM Boulder data center		backup
IBM Boulder data center		backup
IBM Columbus data center		primary
IBM Columbus data center		primary
IBM Columbus data center		primary
Amgen Manufacturing, Limited (Puerto Rico)		primary
Amgen Manufacturing, Limited (Puerto Rico)		primary
Amgen Manufacturing, Limited (Puerto Rico)		primary
Amgen Manufacturing, Limited (Puerto Rico)		Backup
Amgen Manufacturing, Limited (Puerto Rico)		backup
Amgen Manufacturing, Limited (Puerto Rico)		backup
Amgen Southeast Regional Sales Force (Atlanta, GA)		primary
Amgen Inc. (Cambridge, MA)		primary
Amgen Inc. (Cambridge, MA)		primary
Amgen Southeast Regional Sales Force (Atlanta, GA)		backup
Amgen Inc. (Cambridge, MA)		backup
Amgen Inc. (Cambridge, MA)		backup
Amgen Inc. (Colorado - Boulder & Longmont)		primary
Amgen Inc. (Colorado - Boulder & Longmont)		primary
Amgen Inc. (Colorado - Boulder & Longmont)		primary
Amgen Inc. (Colorado - Boulder & Longmont)		backup
Amgen Inc. (Colorado - Boulder & Longmont)		backup
Amgen Inc. (Colorado - Boulder & Longmont)		backup
Amgen Camarillo Aviation		primary
Amgen Camarillo Aviation		primary
Amgen Camarillo Aviation		primary
Amgen Great Lakes Regional Sales Force (Chicago)		primary
Amgen Great Lakes Regional Sales Force (Chicago)		primary
Amgen Great Lakes Regional Sales Force (Chicago)		primary
Amgen Great Lakes Regional Sales Force (Chicago)		backup
Amgen Great Lakes Regional Sales Force (Chicago)		backup
Amgen Great Lakes Regional Sales Force (Chicago)		backup
Amgen Inc. (Global Government Affairs in D.C.)		primary
Amgen Inc. (Global Government Affairs in D.C.)		primary
Amgen Inc. (Global Government Affairs in D.C.)		primary
Amgen Inc. (Global Government Affairs in D.C.)		backup
Amgen Inc. (Global Government Affairs in D.C.)		backup
Amgen Inc. (Global Government Affairs in D.C.)		backup
Amgen Inc. (Fremont)		primary
Amgen Inc. (Fremont)		primary
Amgen Inc. (Fremont)		backup
Amgen Inc. (Fremont)		backup
Amgen Inc. (Fremont)		primary
Amgen Inc. (Fremont)		backup
Amgen Inc. (Distribution Center in Louisville)		primary
Amgen Inc. (Distribution Center in Louisville)		primary
Amgen Inc. (Distribution Center in Louisville)		primary
Amgen Inc. (Distribution Center in Louisville)		backup
Amgen Inc. (Distribution Center in Louisville)		backup
Amgen Inc. (Distribution Center in Louisville)		backup
Amgen Southeast Regional Sales Force (Atlanta, GA)		primary
Amgen Southeast Regional Sales Force (Atlanta, GA)		primary
Amgen Southeast Regional Sales Force (Atlanta, GA)		primary
Amgen Southeast Regional Sales Force (Atlanta, GA)		backup
Amgen Southeast Regional Sales Force (Atlanta, GA)		backup
Amgen Southeast Regional Sales Force (Atlanta, GA)		backup
Amgen Inc. (Mountain View, CA)		primary
Amgen Inc. (Mountain View, CA)		primary
Amgen Inc. (Mountain View, CA)		primary
Amgen Inc. (Mountain View, CA)		backup
Amgen Inc. (Mountain View, CA)		backup
Amgen Inc. (Mountain View, CA)		backup
Amgen NE Regional Sales Force (Philadelphia, PA)		primary
Amgen NE Regional Sales Force (Philadelphia, PA)		primary
Amgen NE Regional Sales Force (Philadelphia, PA)		primary
Amgen NE Regional Sales Force (Philadelphia, PA)		backup
Amgen NE Regional Sales Force (Philadelphia, PA)		backup
Amgen NE Regional Sales Force (Philadelphia, PA)		backup
Amgen Inc. (Rhode Island)		primary
Amgen Inc. (Rhode Island)		primary
Amgen Inc. (Rhode Island)		primary
Amgen Inc. (Rhode Island)		backup
Amgen Inc. (Rhode Island)		backup
Amgen Inc. (Rhode Island)		backup
Amgen San Diego		primary
Amgen San Diego		primary
Amgen San Diego		primary
Amgen Inc. (So. San Francisco)		primary
Amgen Inc. (So. San Francisco)		primary
Amgen Inc. (So. San Francisco)		primary
Amgen Inc. (So. San Francisco)		backup
Amgen Inc. (So. San Francisco)		backup
Amgen Inc. (So. San Francisco)		backup
Amgen Inc. (Thousand Oaks)		primary
Amgen Inc. (Thousand Oaks)		primary
Amgen Inc. (Thousand Oaks)		primary
Amgen Inc. (Thousand Oaks)		backup
Amgen Inc. (Thousand Oaks)		backup
Amgen Inc. (Thousand Oaks)		backup
Amgen Inc. (Washington - Bothell & Seattle)		primary
Amgen Inc. (Washington - Bothell & Seattle)		primary
Amgen Inc. (Washington - Bothell & Seattle)		primary
Amgen Inc. (Washington - Bothell & Seattle)		backup
Amgen Inc. (Washington - Bothell & Seattle)		backup
Amgen Inc. (Washington - Bothell & Seattle)		backup
Amgen Middle East & Africa FZ LLC (Dubai, U.A.E)		Primary
Amgen Middle East & Africa FZ LLC (Dubai, U.A.E)		Primary
Amgen Middle East & Africa FZ LLC (Dubai, U.A.E)		Primary
Amgen CEE Headquarters (Vienna)		Primary
Amgen CEE Headquarters (Vienna)		Primary
Amgen CEE Headquarters (Vienna)		Primary
Amgen CEE Headquarters (Vienna)		Backup
Amgen CEE Headquarters (Vienna)		Backup
Amgen CEE Headquarters (Vienna)		Backup
Amgen Australia Pty Ltd (Brisbane)		Primary
Amgen Australia Pty Ltd (Brisbane)		Primary
Amgen Australia Pty Ltd (Brisbane)		Primary
Amgen Australia Pty Ltd (Brisbane)		Backup

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 3 of 17 Tab: Carrier Baselines

Tab: Carrier Baselines Attachment 4-D

Site Code

Description

Definition

Unit of Measure

Year 1 Month 1

Year 1 Month 2

Year 1 Month 3

AUBR

2 Mbps

MPLS Port

PORT

NA

NA

NA

AUBR

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

AUME

8 Mbps

MPLS Access

access loop

NA

NA

NA

AUME

8 Mbps

MPLS Port

PORT

NA

NA

NA

AUME

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

AUME

2 Mbps

MPLS Access

access loop

NA

NA

NA

AUME

2 Mbps

MPLS Port

PORT

NA

NA

NA

AUME

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

AUSY

10 Mbps

MPLS Access

access loop

NA

NA

NA

AUSY

10 Mbps

MPLS Port

PORT

NA

NA

NA

AUSY

2500 Kbps

MPLS CDR

ePVC

NA

NA

NA

AUSY

10 Mbps

MPLS Access

access loop

NA

NA

NA

AUSY

10 Mbps

MPLS Port

PORT

NA

NA

NA

AUSY

2500 Kbps

MPLS CDR

ePVC

NA

NA

NA

AUVI

8 Mbps

MPLS Access

access loop

NA

NA

NA

AUVI

8 Mbps

MPLS Port

PORT

NA

NA

NA

AUVI

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

AUVI

2 Mbps

MPLS Access

access loop

NA

NA

NA

AUVI

2 Mbps

MPLS Port

PORT

NA

NA

NA

AUVI

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

BEBR

8 Mbps

MPLS Access

access loop

NA

NA

NA

BEBR

8 Mbps

MPLS Port

PORT

NA

NA

NA

BEBR

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

BEBR

2 Mbps

MPLS Access

access loop

NA

NA

NA

BEBR

2 Mbps

MPLS Port

PORT

NA

NA

NA

BEBR

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

CABN

8 Mbps

MPLS Access

access loop

NA

NA

NA

CABN

8 Mbps

MPLS Port

PORT

NA

NA

NA

CABN

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

CABN

6 Mbps

MPLS Access

access loop

NA

NA

NA

CABN

6 Mbps

MPLS Port

PORT

NA

NA

NA

CABN

1536 Kbps

MPLS CDR

ePVC

NA

NA

NA

CAMI

10 Mbps

MPLS Access

access loop

NA

NA

NA

CAMI

10 Mbps

MPLS Port

PORT

NA

NA

NA

CAMI

2500 Kbps

MPLS CDR

ePVC

NA

NA

NA

CAMI

10 Mbps

MPLS Access

access loop

NA

NA

NA

CAMI

10 Mbps

MPLS Port

PORT

NA

NA

NA

CAMI

2500 Kbps

MPLS CDR

ePVC

NA

NA

NA

CZPR

8 Mbps

MPLS Access

access loop

NA

NA

NA

CZPR

8 Mbps

MPLS Port

PORT

NA

NA

NA

CZPR

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

CZPR

2 Mbps

MPLS Access

access loop

NA

NA

NA

CZPR

2 Mbps

MPLS Port

PORT

NA

NA

NA

CZPR

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

DEHE

8 Mbps

MPLS Access

access loop

NA

NA

NA

DEHE

8 Mbps

MPLS Port

PORT

NA

NA

NA

DEHE

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

DEHE

2 Mbps

MPLS Access

access loop

NA

NA

NA

DEHE

2 Mbps

MPLS Port

PORT

NA

NA

NA

DEHE

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

FNLD

8 Mbps

MPLS Access

access loop

NA

NA

NA

FNLD

8 Mbps

MPLS Port

PORT

NA

NA

NA

FNLD

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

FNLD

2 Mbps

MPLS Access

access loop

NA

NA

NA

FNLD

2 Mbps

MPLS Port

PORT

NA

NA

NA

FNLD

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

FRPA

10 Mbps

MPLS Access

access loop

NA

NA

NA

FRPA

10 Mbps

MPLS Port

PORT

NA

NA

NA

FRPA

2500 Kbps

MPLS CDR

ePVC

NA

NA

NA

FRPA

10 Mbps

MPLS Access

access loop

NA

NA

NA

FRPA

10 Mbps

MPLS Port

PORT

NA

NA

NA

FRPA

2500 Kbps

MPLS CDR

ePVC

NA

NA

NA

GEMU

10 Mbps

MPLS Access

access loop

NA

NA

NA

GEMU

10 Mbps

MPLS Port

PORT

NA

NA

NA

GEMU

2500 Kbps

MPLS CDR

ePVC

NA

NA

NA

GEMU

10 Mbps

MPLS Access

access loop

NA

NA

NA

GEMU

10 Mbps

MPLS Port

PORT

NA

NA

NA

GEMU

2500 Kbps

MPLS CDR

ePVC

NA

NA

NA

GERB

8 Mbps

MPLS Access

access loop

NA

NA

NA

GERB

8 Mbps

MPLS Port

PORT

NA

NA

NA

GERB

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

GERB

2 Mbps

MPLS Access

access loop

NA

NA

NA

GERB

2 Mbps

MPLS Port

PORT

NA

NA

NA

GERB

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

GRAT

4 Mbps

MPLS Access

access loop

NA

NA

NA

GRAT

4 Mbps

MPLS Port

PORT

NA

NA

NA

GRAT

1024 Kbps

MPLS CDR

ePVC

NA

NA

NA

HUBU

8 Mbps

MPLS Access

access loop

NA

NA

NA

HUBU

8 Mbps

MPLS Port

PORT

NA

NA

NA

HUBU

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

HUBU

2 Mbps

MPLS Access

access loop

NA

NA

NA

HUBU

2 Mbps

MPLS Port

PORT

NA

NA

NA

HUBU

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

IEDU

4 Mbps

MPLS Access

access loop

NA

NA

NA

IEDU

4 Mbps

MPLS Port

PORT

NA

NA

NA

IEDU

1024 Kbps

MPLS CDR

ePVC

NA

NA

NA

ITMI

8 Mbps

MPLS Access

access loop

NA

NA

NA

ITMI

8 Mbps

MPLS Port

PORT

NA

NA

NA

ITMI

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

ITMI

4 Mbps

MPLS Access

access loop

NA

NA

NA

ITMI

4 Mbps

MPLS Port

PORT

NA

NA

NA

ITMI

1024 Kbps

MPLS CDR

ePVC

NA

NA

NA

LTVI

4 Mbps

MPLS Access

access loop

NA

NA

NA

LTVI

4 Mbps

MPLS Port

PORT

NA

NA

NA

LTVI

1024 Kbps

MPLS CDR

ePVC

NA

NA

NA

LVRI

512 Kbps

MPLS Access

access loop

NA

NA

NA

LVRI

512 Mbps

MPLS Port

PORT

NA

NA

NA

LVRI

128 Kbps

MPLS CDR

ePVC

NA

NA

NA

NEBR

34 Mbps

MPLS Access

access loop

NA

NA

NA

NEBR

34 Mbps

MPLS Port

PORT

NA

NA

NA

NEBR

8000 Kbps

MPLS CDR

ePVC

NA

NA

NA

NETB

34 Mbps

MPLS Access

access loop

NA

NA

NA

NETB

34 Mbps

MPLS Port

PORT

NA

NA

NA

NETB

8000 Kbps

MPLS CDR

ePVC

NA

NA

NA

NOOS

8 Mbps

MPLS Access

access loop

NA

NA

NA

NOOS

8 Mbps

MPLS Port

PORT

NA

NA

NA

NOOS

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

NOOS

2 Mbps

MPLS Access

access loop

NA

NA

NA

NOOS

2 Mbps

MPLS Port

PORT

NA

NA

NA

NOOS

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

PLWA

8 Mbps

MPLS Access

access loop

NA

NA

NA

PLWA

8 Mbps

MPLS Port

PORT

NA

NA

NA

PLWA

2048 Kbps

MPLS CDR

ePVC

NA

NA

NA

PLWA

2 Mbps

MPLS Access

access loop

NA

NA

NA

PLWA

2 Mbps

MPLS Port

PORT

NA

NA

NA

PLWA

512 Kbps

MPLS CDR

ePVC

NA

NA

NA

AMGEN and IBM Confidential 5-15-2011 Attachment 4-D Page 4 of 17 Tab: Carrier Baselines

Tab: Carrier Baselines Attachment 4-D

																														5 Year Term																				Optional One Year Extensions
Year 1 Month 4		Year 1 Month 5		Year 1 Month 6		Year 1 Month 7				Year 1 Month 8				Year 1 Month 9				Year 1 Month 10				Year 1 Month 11				Year 1 Month 12				2009				2010				2011				2012				2013				2014				2015				2016
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1				1
NA		NA		NA			0				0				0				0				0				0				0				1				1				1				1				1				1