Exhibit 4.2


 


Form of 2.750% Senior Note due
2023


 


GLOBAL SECURITY


 


THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE
DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY. TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
ARE LIMITED TO TRANSFERS PERMITTED BY THE INDENTURE.


 


CELGENE CORPORATION


 


2.750% Senior Note due 2023


 


	No.	 	PRINCIPAL AMOUNT
	 	 	$           


 


CUSIP: 151020 AX2


ISIN: US151020AX24


 


Celgene Corporation, a Delaware
corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum set forth
in the attached Schedule of Increases and Decreases in Global Note on February 15, 2023 (the “Maturity Date”)
(except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from November 9, 2017 (the “Original
Issue Date”) or from the most recent Interest Payment Date to which interest has been paid or duly provided for semi-annually
at the rate of 2.750% per annum, on February 15 and August 15 (each such date, an “Interest Payment Date”),
commencing February 15, 2018, until the principal hereof is paid or made available for payment.


 


Payment of Interest. The
interest so payable, and punctually paid or made available for payment, on any Interest Payment Date, will, as provided in the
Indenture, be paid, in immediately available funds, to the Person in whose name this Note is registered at the close of business
on the February 1 or August 1 (whether or not a Business Day, as defined in the Indenture) as the case may be, next preceding such
Interest Payment Date (the “Regular Record Date”). Any such interest not punctually paid or duly provided for
(“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date, and such
Defaulted Interest may be paid to the Person in whose name this Note is registered at the close of business on a special record
date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Notes not less than ten days prior to such Special Record Date, or may be paid at any time
in any other lawful manner not inconsistent with requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Place of Payment. Payment
of principal, premium, if any, and interest on this Note will be made at the Corporate Trust Office of the Trustee or such other
office or agency of the Company as may be designated for such purpose, in such currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however, that each installment
of interest, premium, if any, and principal on this Note may at the Company’s option be paid in immediately available funds
by transfer to an account maintained by the payee located in the United States of America.


 


Time of Payment. In any
case where any Interest Payment Date, the Maturity Date or any date fixed for redemption or repayment of the Notes shall not be
a Business Day, then (notwithstanding any other provision of the Indenture or this Note), payment of principal or interest, if
any, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made
on such Interest Payment Date, the Maturity Date or the date so fixed for redemption or repayment, and no interest shall accrue
in respect of the delay.


 




     


     


    

 


General. This Note is one
of a duly authorized security of the Company, issued and to be issued under an indenture (the “Indenture”),
dated as of November 9, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A. (herein called the “Trustee,”
which term includes any successor Trustee under the Indenture with respect to a series of which this Note is a part). Reference
is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is one of a duly authorized series of Notes designated as “2.750% Senior Notes due 2023” (collectively,
the “Notes”), initially limited in aggregate principal amount to $750,000,000.


 


Further Issuance. The Company
may from time to time, without the consent of the Holders of the Notes, issue additional Securities (the “Additional Securities”)
of this series having the same ranking and the same interest rate, maturity and other terms as the Notes. Any Additional Securities
of this series and the Notes will constitute a single series under the Indenture and all references to the Notes shall include
the Additional Securities unless the context otherwise requires.


 


Events of Default. If an
Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.


 


Sinking Fund. The Notes
are not subject to any sinking fund.


 


Optional Redemption. The
Notes will be redeemable at any time, at the option of the Company, in whole or from time to time in part, upon not less than 15
nor more than 60 days’ prior notice, on any date prior to January 15, 2023 (the date that is one month prior to the Stated
Maturity of the Notes) at a Redemption Price, calculated pursuant to the Indenture, which includes accrued interest thereon, if
any, to, but not including, the Redemption Date. On or after January 15, 2023 (the date that is one month prior to the Stated Maturity
of the Notes), the Notes will be redeemable, in whole, at any time, or in part, from time to time, at the option of the Company
upon not less than 15 nor more than 60 days’ notice at a Redemption Price equal to 100% of the principal amount thereof plus
accrued and unpaid interest to the Redemption Date. In the case of any partial redemption, selection of the Notes for redemption
will be made by lottery or other method in accordance with the applicable procedures of DTC. If any Note is to be redeemed in part
only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed; provided
that the principal amount of any Note remaining outstanding after a redemption in part shall be $2,000 or a higher integral multiple
of $1,000 in excess thereof. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name
of the Holder thereof upon cancellation of this Note.


 


Repurchase upon a Change of
Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, the Company
shall be required to make an offer to repurchase the Notes on the terms set forth in the Indenture.


 


Restrictive Covenants.
The Indenture contains certain covenants that, among other things, limit the ability of the Company and its Subsidiaries to create
liens or the ability of the Company to consolidate, merge or sell, transfer or lease all or substantially all of its assets.


 


Defeasance and Covenant Defeasance.
The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b)
certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Company with certain conditions
set forth therein, which provisions apply to this Note.


 


Modification and Waivers; Obligations
of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Notes of any series. Such amendment
may be effected under the Indenture at any time by the Company, and the Trustee with the consent of the Notes of not less than
a majority in aggregate principal amount of the outstanding Notes of such series affected thereby. The Indenture also contains
provisions permitting the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding,
on behalf of the Holders of all outstanding Notes, to waive compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the outstanding
Notes of individual series to waive on behalf of all of the Holders of Notes of such individual series certain past defaults under
the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Note and
upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


 




     


     


    

 


No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the time, place, and rate, and in the currency, herein prescribed.


 


No Recourse Against Others.
No director, officer, agent, employee, incorporator, stockholder, partner, member, or manager of the Company shall have any liability
for any obligations of the Company under any Notes, the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.


 


Limitation on Suits. As
set forth in, and subject to, the provisions of the Indenture, no Holder of any Note will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written
notice of a continuing Event of Default with respect to this series, the Holders of a majority in principal amount of the outstanding
Notes shall have made written request to the Trustee, and offered indemnity satisfactory to the Trustee, to institute such proceedings
as Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the outstanding Notes
a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of
the principal of or interest on this Note on or after the respective due dates expressed herein.


 


Authorized Denominations.
The Notes are issuable only in registered form without coupons in minimum denominations of $2,000 or a higher integral multiple
of $1,000 in excess thereof.


 


Registration of Transfer or
Exchange. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this
Note is registrable in the register of the Notes maintained by the Registrar upon surrender of this Note for registration of transfer,
at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


As provided in the Indenture and
subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of
Notes of different authorized denominations, as requested by the Holders surrendering the same.


 


No service charge shall be made
for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior to due presentment of this
Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as
the owner hereof for all purposes (except with respect to certain payments of Defaulted Interest), whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


Defined Terms. All terms
used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to
them in the Indenture.


 


Governing Law. This Note
shall be governed by and construed in accordance with the laws of the State of New York.


 


Unless the certificate of authentication
hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.


 


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left blank]


 




     


     


    

 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed and attested.


 


Dated: November 9, 2017


 


	 	CELGENE CORPORATION, as the Company
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 


 


	Attest: 	 
	 	 	 
	By: 	 	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


TRUSTEE’S CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Notes of the
series designated therein referred to in the within-mentioned Indenture.


 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 	 
	 	By:	_______________________________
	 	 	Authorized Signatory
	 	 	 
	 	Dated: November 9, 2017


 




     


     


    

 





ASSIGNMENT FORM


 


I or we assign and transfer this Note to


 


_____________________________________________________________________________________________


 


_____________________________________________________________________________________________





(Print or type name, address and zip code of assignee or transferee)


 


_____________________________________________________________________________________________





(Insert Social Security or other identifying number of assignee
or transferee)


 


and irrevocably appoint _________________________________________________
agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


 


	Dated: _____________________	 	Signed: ________________________________
	 	 	(Sign exactly as name appears on the other side of this Note)
	 	 	 
	Signature Guarantee:	 	 
	 	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor program reasonably acceptable to the Trustee)


 




     


     


    

 





SCHEDULE OF INCREASES AND DECREASES IN GLOBAL
NOTE


 


Celgene Corporation


 


2.750% Senior Note due 2023


 


The initial principal amount of this
Global Note is $___________. The following increases or decreases in this Global Note have been made:


 


	 
Date
 
	 	 	Amount of
 decrease in
 Principal Amount
 of this Global
 Note	 	 	Amount of
 increase in
 Principal Amount
 of this Global
 Note	 	 	Principal Amount
 of this Global
 Note following
 such decrease or
 increase	 	 	Signature of
 authorized
 signatory of
 Trustee or Note
 Custodian