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CELG > SEC Filings for CELG > Form 8-K on 12-Sep-2013All Recent SEC Filings

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Form 8-K for CELGENE CORP /DE/


12-Sep-2013

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01 Regulation FD Disclosure.

On September 12, 2013, Celgene Corporation ("Celgene") notified American Stock Transfer & Trust Company, LLC (the "Trustee"), the trustee under the Contingent Value Rights Agreement, dated as of October 15, 2010 (the "CVR Agreement"), between Celgene and the Trustee, that Milestone #2 defined in the CVR Agreement occurred on September 6, 2013, and in connection therewith a milestone payment in the amount of $300,000,000 will be paid to the Trustee on or before October 4, 2013 (the "Payment Date"). The Trustee will pay to the holders of the contingent value rights as of the Payment Date a pro rata portion of such milestone payment. A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that is furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



Item 9.01 Financial Statements and Exhibits

d) Exhibits

99.1 Notice dated September 12, 2013 to American Stock Transfer & Trust Company, LLC


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