exv4w2






EXHIBIT 4.2





Form of
2.450% Senior Note due  2015




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



CELGENE CORPORATION




2.450%
Senior Note due 2015




			
	 
	 	PRINCIPAL AMOUNT
	No.
	 	$          






CUSIP:
151020 AD6

ISIN: US151020AD69




     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
October 15, 2015 (the
“Maturity Date”) (except to the extent redeemed or repaid prior to the
Maturity Date) and to pay interest thereon from October 7, 2010 (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 2.450% per annum, on
April 15 and
October 15 (each such date, an “Interest Payment
Date”), commencing April 15, 2011,
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 (or one or more Predecessor Securities) is registered at the close of
business on the April 1 or October 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 (or one or more Predecessor Securities) 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 October 7, 2010, 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 2.450% Senior Notes due 2015 (collectively, the “Notes”), initially limited in aggregate principal
amount to $          .



     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 30
nor more than 60 days’ prior notice, on any date prior to their Maturity at a
redemption price, calculated pursuant to the Indenture, which includes accrued
interest thereon, if any, to, but not including, the Redemption Date. In the case
of any partial redemption, selection of the Notes for redemption will be made by
the Trustee pro rata, by lot, or by a method that complies with applicable legal
requirements. 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.
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, and
offered indemnity satisfactory to the Trustee, 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.



     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.



[Remainder of page intentionally left blank]




 









 





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



     Dated:



	 	 	 	 	 
	 	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:





 









 





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



2.450%
Senior Note due 2015



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




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