8-K

                     SECURITIES AND EXCHANGE COMMISSION


                           Washington, D.C. 20549

                           ---------------------



                                  FORM 8-K


                               CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): April 29, 2002


                           ---------------------

                            IMMUNEX CORPORATION

           (Exact name of registrant as specified in its charter)


      Washington                    0-12406                 51-0346580
(State or other Jurisdiction   (Commission File Number)  (IRS Employer
    of Incorporation)                                    Identification Number)


         51 University Street                                    98101
          Seattle, Washington                                  (Zip Code)
    (Address of principal executive
               offices)


     Registrant's telephone number, including area code: (206) 587-0430


                                    N/A
       (Former Name or Former Address, if Changed Since Last Report)




Item 5.       Other Events.

         On April 29, 2002, Immunex Corporation announced the settlement,
which is subject to court approval among other things, of three lawsuits
against Immunex and certain of its directors and officers relating to Amgen
Inc.'s proposed acquisition of Immunex (the "Acquisition"): (i) a suit
filed by David Osher, on behalf of a class of Immunex shareholders, against
Immunex, all members of the Immunex board of directors (Edward V. Fritzky,
Kirby L. Cramer, Robert J. Herbold, John E. Lyons, Joseph M. Mahady, Edith
W. Martin, Peggy V. Phillips, Lawrence V. Stein and Douglas E. Williams),
Wyeth and Amgen; (ii) a suit filed by Adele Brody, on behalf of a class of
Immunex shareholders, against Immunex, Wyeth, all members of the Immunex
board of directors and the marital community of each named individual and
(iii) a suit filed by Edwin Weiner, on behalf of a class of Immunex
shareholders, against Immunex, Wyeth, all members of the Immunex board of
directors and the marital community of each named individual. A memorandum
of understanding setting forth the terms of the settlement was entered into
by the plaintiff and the named defendants as of April 25, 2002.

         Pursuant to the memorandum of understanding, (i) Amgen and Immunex
agreed to reduce the termination fee payable by Amgen or Immunex under
certain circumstances set forth in the Amended and Restated Agreement and
Plan of Merger among Immunex, Amgen and a wholly-owned subsidiary of Amgen
by $20 million, (ii) Immunex agreed to obtain an updated opinion from
Merrill Lynch, Pierce, Fenner & Smith Incorporated regarding the fairness
of the merger consideration, from a financial point of view, to be received
by the Immunex shareholders, a copy of which is attached hereto as Exhibit
99.1, and (iii) Immunex agreed to provide the following disclosures in this
Current Report:

Additional Information Regarding Wyeth.

         Commercial Agreements between Amgen and Wyeth.

         In November 2001, representatives of Amgen initiated discussions
with representatives of Wyeth regarding changes to certain existing
commercial arrangements between Immunex and Wyeth. On November 12, 2001,
Amgen delivered to Wyeth a term sheet proposing, among other things:

     o   terms for amending the existing Promotion Agreement between
         Immunex and Wyeth relating to the parties' co-promotion of ENBREL
         (the "Promotion Agreement"), including termination of Wyeth's
         co-promotion rights in North America and Australia at the end of
         2003 (the terms of the Promotion Agreement are summarized on pages
         V-14 through V-16 of the Joint Proxy Statement/Prospectus
         contained in Amendment No. 1 to the Form S-4 Registration
         Statement filed with the Securities and Exchange Commission on
         March 22, 2002 (File No. 33-81832) relating to the Acquisition
         (the "Proxy Statement")); and

     o   termination of the Product Rights Agreement and the TACE
         Agreements between Immunex and Wyeth without payment of
         consideration to Wyeth (the terms of the Product Rights Agreement
         and the TACE Agreements are summarized on pages V-12 through V-14
         of the Proxy Statement).

         On November 21, 2001, Wyeth delivered to Amgen a counterproposal
to Amgen's November 12 term sheet. This counterproposal rejected many of
Amgen's proposals and proposed terms significantly more favorable to Wyeth
than what had been requested by Amgen. In particular, Wyeth's
counterproposal did not accept any of Amgen's proposed changes to the
Promotion Agreement and it proposed, among other things:

     o   termination of Wyeth's ability to acquire products of Immunex
         under the Product Rights Agreement in exchange for a termination
         fee of $50 million;

     o   continuation of the TACE Agreements on amended terms;

     o   that the parties would agree to enter into mutual agreements not
         to use their respective intellectual property rights to block the
         manufacturing, marketing or sale of products for the treatment of
         rheumatoid arthritis; and

     o   that Amgen would assign or grant Wyeth a sublicense with respect
         to a patent license agreement between Amgen and the University of
         Oklahoma.

         After extensive negotiations between Amgen and Wyeth relating to
the existing commercial arrangements between Wyeth and Immunex, the parties
ultimately agreed to amend and restate the Promotion Agreement and enter
into the Agreement Regarding Governance and Commercial Matters. Wyeth
declined to negotiate a termination of the TACE Agreements. As part of the
Agreement Regarding Governance and Commercial Matters, (i) the Product
Rights Agreement will be amended as of the closing of the Acquisition to
terminate Wyeth's rights to acquire products of Immunex in exchange for a
termination fee of $25 million; (ii) Amgen agreed not to sue Wyeth or its
affiliates under any of Amgen's patents for developing, making, using,
marketing, distributing, importing or selling ENBREL anywhere in the world
outside of the United States and Canada; and (iii) Amgen granted to Wyeth
an exclusive option to acquire, subject to the approval of the University
of Oklahoma, an exclusive sublicense under the patent license agreement
between Amgen and the University of Oklahoma. The terms of the Amended and
Restated Promotion Agreement and the Agreement Regarding Governance and
Commercial Matters are summarized on pages I-80 and I-81 of the Proxy
Statement.

         Amgen negotiated amendments to the Promotion Agreement and the
Product Rights Agreement because of its belief that the business
requirements, objectives and relationships underlying those agreements had
changed since they were first negotiated and would change more
significantly after the Acquisition. With respect to the Promotion
Agreement, these amendments modified Wyeth's rights by, among other things,
establishing a more equal sharing of responsibilities with respect to the
sales and marketing of ENBREL(R), which Amgen believed was appropriate
given the combination of the resources available to Immunex and Amgen after
the Acquisition. With respect to the Product Rights Agreement, these
amendments terminated Wyeth's rights relating to the Immunex products and
product candidates subject to that agreement which will permit Amgen to
control the development and commercialization of such products and product
candidates.

         Cash Element of the Purchase Price. As described in the Proxy
Statement, during the negotiations relating to the Acquisition, Immunex
communicated to Amgen that it would not be interested in pursuing a
transaction with Amgen unless a portion of the transaction consideration
was in the form of cash. Wyeth did not meaningfully participate in
negotiations with Amgen regarding the inclusion of cash consideration. The
primary reason that Immunex desired partial cash consideration was to
provide certainty as to an element of the aggregate per share consideration
to be received by Immunex shareholders.

Additional Information Regarding Other Discussions

         As disclosed in the Proxy Statement, Immunex had preliminary
discussions with a third party regarding a potential business combination
in mid-year 2001. These discussions related to a potential stock-for-stock
merger-of-equals transaction with a biotechnology company. However, the
discussions were suspended in the fall of 2001 because the parties were
unable to agree on several terms, including a mutually acceptable valuation
range in light of then existing stock prices. As the parties' stock prices
moved, this potential transaction became less attractive to Immunex.

Additional Information Regarding Interests of Immunex Executives and
Shareholders

         As disclosed in the Proxy Statement, Edward V. Fritzky, Chairman
of the Board, Chief Executive Officer and President of Immunex, will
receive from Amgen at the closing of the Acquisition an option to purchase
450,000 shares of Amgen common stock. The per share exercise price of this
option will be the fair market value of a share of Amgen common stock at
the closing of the Acquisition.

         As disclosed in the Proxy Statement, Mr. Fritzky waived his right
to participate in the Immunex Corporation Leadership Continuity Policy in
connection with the Acquisition. In consideration of this waiver, Mr.
Fritzky will receive a lump sum payment from Amgen at the closing of the
Acquisition based on a formula consisting of a multiple of his base salary,
his target annual incentive compensation and contributions made on his
behalf under certain Immunex benefit plans. Based on Mr. Fritzky's current
salary and bonus levels, if the Acquisition were to close on June 30, 2002,
the approximate value of this lump sum payment, not including any payments
that may be made with respect to any excise tax, would be $5.4 million.
Using the same assumptions, Mr. Fritzky would have been entitled to a lump
sum payment of approximately $4.9 million as well as other benefits
(including continued welfare benefit coverage, financial counseling and
outplacement services) under the Immunex Corporation Leadership Continuity
Policy.

         In addition to Mr. Fritzky, the following senior executive
officers of Immunex waived their rights under the Immunex Corporation
Leadership Continuity Policy in connection with the Acquisition: Peggy V.
Phillips, a director, Executive Vice President and Chief Operating Officer;
Douglas E. Williams, a director, Executive Vice President and Chief
Technology Officer; David A. Mann, Executive Vice President, Chief
Financial Officer and Treasurer; Barry G. Pea, Executive Vice President,
General Counsel and Secretary; Valoree Dowell, Vice President, Corporate
Communications; and Philip Laub, Vice President, Human Resources (the
"Other Executives"). In consideration of this waiver, each of the Other
Executives received the benefits described in the section entitled "The
Merger-Interests of Directors, Executive Officers and Shareholders of
Immunex in the Merger-Severance Agreements" beginning on page I-52 in the
Proxy Statement. None of the Other Executives has entered into an
employment agreement with Amgen as of the date of this report.

         As of the date of this report, Wyeth does not hold any warrants to
purchase Immunex securities and it will not receive any warrants to
purchase Amgen securities in connection with the Acquisition.

         This Current Report is intended to be incorporated by reference
into the Proxy Statement as provided in the section entitled "Where You Can
Find More Information" of the Proxy Statement and as permitted under Item
11 of Form S-4.

Item 7(c). Exhibits.

         See Exhibit Index.


                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                                         IMMUNEX CORPORATION


                                         /s/ Barry G. Pea
                                         ---------------------------
Date:    April 29, 2002                  Name:  Barry G. Pea
                                         Title: Executive Vice President,
                                                General Counsel and Secretary



                               EXHIBIT INDEX

Exhibit
Number                         Document Description

  99.1       Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated
  99.2       Press release announcing settlement of shareholder lawsuits

EX-99

                                                               Exhibit 99.1








                                              April 29, 2002

Board of Directors
Immunex Corporation
51 University Street
Seattle, WA 98101

Members of the Board of Directors:

                  Immunex Corporation (the "Company"), Amgen Inc. (the
"Acquiror") and AMS Acquisition Inc., a wholly owned subsidiary of the
Acquiror (the "Acquisition Sub"), have entered into an Amended and Restated
Agreement and Plan of Merger dated as of December 16, 2001 (the
"Agreement") pursuant to which the Acquisition Sub will be merged with and
into the Company (the "Merger"). Upon consummation of the Merger, each
outstanding share of common stock, par value $0.01 per share, of the
Company (the "Company Common Stock") will be converted into the right to
receive (i) 0.440 of a share of common stock (the "Acquiror Common Stock"),
par value $0.0001 per share, of the Acquiror (the "Common Stock
Consideration") and (ii) $4.50 in cash (the "Cash Consideration," and
together with the Common Stock Consideration, the "Merger Consideration").
Simultaneously with the Agreement, (i) American Home Products Corporation,
the Company's principal shareholder ("AHP") and the Acquiror have entered
into a voting agreement (the "Voting Agreement") pursuant to which AHP
agrees, among other things, to vote its shares in favor of the Merger, and
a stockholders' rights agreement (the "Stockholders' Rights Agreement") and
(ii) the Company, AHP and the other parties thereto have entered into an
agreement regarding certain governance and commercial matters (the
"Agreement Regarding Governance and Commercial Matters").

                  You have asked us whether, in our opinion, the Merger
Consideration to be received by the holders of the shares of Company Common
Stock in the Merger is fair to such holders from a financial point of view.

                  In arriving at the opinion set forth below, we have,
among other things:

                  1.    Reviewed certain publicly available business and
                        financial information relating to the Company and
                        the Acquiror;

                  2.    Reviewed certain information with respect to the
                        Acquiror, including financial forecasts, relating
                        to the business, earnings, cash flow, assets and
                        prospects of the Acquiror, furnished to us by the
                        Acquiror;

                  3.    Reviewed certain information with respect to the
                        Company, including financial forecasts, relating to
                        the business, earnings, cash flow, assets and
                        prospects of the Company, furnished to us by the
                        Company;

                  4.    Conducted discussions with members of senior
                        management of the Company and the Acquiror
                        concerning their respective businesses and
                        prospects before and after giving effect to the
                        Merger and the potential synergies expected to
                        result from the Merger;

                  5.    Reviewed the historical market prices, trading
                        activity and valuation multiples for the Company
                        Common Stock and the Acquiror Common Stock and
                        compared them with that of certain publicly traded
                        companies which we deemed to be reasonably similar
                        to the Company and the Acquiror, respectively;

                  6.    Compared the results of operations of the Company
                        and the Acquiror with those of certain companies
                        which we deemed to be reasonably similar to the
                        Company and the Acquiror, respectively;

                  7.    Compared the proposed financial terms of the
                        transactions contemplated by the Agreement with the
                        financial terms of certain other mergers and
                        acquisitions which we deemed to be relevant;

                  8.    Reviewed the potential pro forma impact of the
                        Merger;

                  9.    Reviewed the Agreement, the Voting Agreement, the
                        Stockholders' Rights Agreement and the Agreement
                        Regarding Governance and Commercial Matters; and

                  10.   Reviewed such other financial studies and analyses
                        and performed such other investigations and took
                        into account such other matters as we deemed
                        necessary, including our assessment of general
                        economic, market and monetary conditions.

                  In preparing our opinion, we have assumed and relied on
the accuracy and completeness of all information supplied or otherwise made
available to us by the Company and the Acquiror, and we have not assumed
any responsibility to independently verify such information or undertaken
an independent appraisal of any of the assets and liabilities of the
Company or Acquiror or been furnished with any such evaluation or
appraisal. In addition, we have not assumed any obligation to conduct any
physical inspection of the properties or facilities of the Company or the
Acquiror. With respect to the financial forecasts furnished to or discussed
with us by the Company and the Acquiror, we have assumed that they have
been reasonably prepared and reflect the best currently available estimates
and judgment of the Company's and the Acquiror's management as to the
expected future financial performance of the Company and the Acquiror, as
the case may be. We have further assumed that the Merger will qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended and that all conditions to the Merger will be
satisfied.

                  Our opinion is necessarily based upon market, economic
and other conditions as they exist and can be evaluated on, and on the
information made available to us as of, the date hereof. We have assumed
that in the course of obtaining the necessary regulatory or other consents
or approvals (contractual or otherwise) for the consummation of the Merger,
no restrictions, including divestiture requirements or amendments or
modifications, will be imposed that will have a material adverse effect on
the contemplated benefits of the Merger.

                  In connection with the preparation of this opinion, we
have not been authorized by the Company or the Board of Directors to
solicit, and have not solicited, third party indications of interest for
acquisition of all or any part of the Company.

                  We are acting as financial advisor to the Company in
connection with the Merger and will receive a fee from the Company for our
services, a significant portion of which is contingent upon the
consummation of the Merger. In addition, the Company has agreed to
indemnify us for certain liabilities arising out of our engagement. We
have, in the past, provided financial advisory and financing services to
the Company and the Acquiror and may continue to do so and have received,
and may receive, fees for the rendering of such services. In addition, in
the ordinary course of our business, we may actively trade the Company
Common Stock, as well as the Acquiror Common Stock, for our own account or
for the accounts of customers and, accordingly, may at any time hold a long
or short position in such securities.

                  This opinion is for the use and benefit of the Board of
Directors of the Company. Our opinion does not address the merits of the
underlying decision by Company to engage in the Merger and does not
constitute a recommendation to any shareholder as to how such shareholder
should vote on the proposed Merger or any matter related thereto.

                  We are not expressing any opinion herein as to the prices
at which the Company Common Stock and the Acquiror Common Stock will trade
following the announcement or consummation of the Merger.

                  On the basis of, and subject to the foregoing, we are of
the opinion that the Merger Consideration to be received by the holders of
the shares of Company Common Stock pursuant to the Merger is fair to such
holders from a financial point of view.

                                           Very truly yours,

                                           MERRILL LYNCH, PIERCE, FENNER &
                                             SMITH INCORPORATED

                                           /s/ MERRILL LYNCH, PIERCE, FENNER &
                                                 SMITH INCORPORATED

EX-99

FOR IMMEDIATE RELEASE               CONTACT:    Josh Schroeter (media)
Monday, April 29, 2002                          206.389.4335
                                                John Calhoun (investors)
                                                206.389.4361


                  Immunex Announces Settlement Of Certain
               Litigations Relating To Merger With Amgen Inc.

SEATTLE, WA - Immunex Corporation (Nasdaq: IMNX) announced today the
settlement, which is subject to court approval among other things, of three
lawsuits against Immunex and certain of its directors and officers relating
to the proposed acquisition of Immunex by Amgen Inc.: (i) a suit filed by
David Osher, on behalf of a class of Immunex shareholders, against Immunex,
all members of the Immunex board of directors, Wyeth and Amgen; (ii) a suit
filed by Adele Brody, on behalf of a class of Immunex shareholders, against
Immunex, Wyeth, all members of the Immunex board of directors and the
marital community of each named individual; and (iii) a suit filed by Edwin
Weiner, on behalf of a class of Immunex shareholders, against Immunex,
against Immunex, Wyeth, all members of the Immunex board of directors and
the marital community of each named individual.

In connection with the settlement, (i) Immunex and Amgen agreed to reduce
the termination fee payable by Immunex or Amgen under certain circumstances
set forth in the Amended and Restated Agreement and Plan of Merger among
Immunex, Amgen and a wholly-owned subsidiary of Amgen by $20 million, (ii)
Immunex obtained an updated opinion from Merrill Lynch, Pierce, Fenner &
Smith Incorporated regarding the fairness of the merger consideration from
a financial point of view to be received by Immunex shareholders, and (iii)
Immunex agreed to provide certain additional disclosures regarding the
merger in a Current Report on Form 8-K, which is being filed with the
Securities and Exchange Commission today.

On December 17, 2001, Immunex agreed to be acquired by Amgen. The
acquisition will merge Immunex, one of the fastest growing biotechnology
companies in the industry, with Amgen, the largest biotechnology company.
Pending required shareholder approval for both companies, and approval by
regulatory authorities, the transaction is expected to be completed as
early as June 2002. Shareholder meetings for both companies are scheduled
to occur on May 16, 2002.

Immunex Corporation is a leading biopharmaceutical company dedicated to
improving lives through immune system science innovations.

Note: Except for the historical information contained herein, this news
release contains forward-looking statements that involve substantial risks
and uncertainties. Among the factors that could cause actual results or
timelines to differ materially are risks associated with research and
clinical development, regulatory approvals, our supply capabilities and
reliance on third-party manufacturers, product commercialization,
competition, litigation and other risk factors listed from time to time in
reports filed by Immunex with the Securities and Exchange Commission,
including but not limited to risks described under the caption "Important
Factors That May Affect Our Business, Our Results of Operation and Our
Stock Price" within our most recently filed Form 10-K. The forward-looking
statements contained in this news release represent our judgment as of the
date of this release. Immunex undertakes no obligation to publicly update
any forward-looking statements. An electronic version of this news
release-as well as additional information about Immunex of interest to
investors, customer, future employees and patients-is available on the
Immunex home page at www.immunex.com.

Where you can find Additional Information about the Acquisition:
In connection with the proposed acquisition, Immunex and Amgen filed with
the Securities and Exchange Commission on March 22, 2002, their joint proxy
statement/prospectus that contains important information about the merger.
Investors and security holders of Immunex and Amgen are urged to read the
joint proxy statement/prospectus filed with the Securities and Exchange
Commission on March 22, 2002, and any other relevant materials filed by
Immunex or Amgen because they contain, or will contain, important
information about Immunex, Amgen and the acquisition. The joint proxy
statement/prospectus filed with the Securities and Exchange Commission on
March 22, 2002, other relevant materials and any other documents filed, or
to be filed, by Immunex or Amgen with the Securities and Exchange
Commission, may be obtained free of charge at the Securities and Exchange
Commission's web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the Securities
and Exchange Commission by Immunex by contacting Immunex Corporation, 51
University Street, Seattle, WA 98101, Attn: Investor Relations. Investors
and security holders may obtain free copies of the documents filed with the
Securities and Exchange Commission by Amgen by directing a request to:
Amgen Inc., One Amgen Center Drive, Thousand Oaks, CA 91320, Attn: Investor
Relations. Investors and security holders are urged to read the joint proxy
statement/prospectus filed with the Securities and Exchange Commission on
March 22, 2002 and any other relevant materials filed by Immunex or Amgen
before making any voting or investment decision with respect to the
acquisition. Immunex, Amgen and their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies
from the shareholders of Immunex and Amgen in favor of the merger.
Information about the executive officers and directors of Immunex and their
ownership of Immunex common stock, and information about the executive
officers and directors of Amgen and their ownership of Amgen common stock
is set forth in the joint proxy statement/prospectus for Immunex's annual
meeting of shareholders and Amgen's annual meeting of stockholders, which
has been filed with the Securities and Exchange Commission. Investors and
security holders may obtain more detailed information regarding the direct
and indirect interests of Immunex, Amgen and their respective executive
officers and directors in the merger by reading the joint proxy
statement/prospectus regarding the acquisition.

                                    ###