Exhibit 4.5


 


Form of 3.875% Senior Note due 2025


 


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


 


3.875% Senior Note due 2025


 


	No.	 	PRINCIPAL AMOUNT
	 	 	$ 


 


CUSIP: 151020 AS3


ISIN: US151020AS39


 


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 August 15, 2025 (the “Maturity Date”) (except to the extent
redeemed or repaid prior to the Maturity Date) and to pay interest thereon from August 12, 2015 (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
3.875% per annum, on February 15 and August 15 (each such date, an “Interest Payment Date”), commencing February
15, 2016, 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
August 12, 2015, 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 “3.875% Senior Notes due 2025” (collectively,
the “Notes”), initially limited in aggregate principal amount to $2,500,000,000.


 


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 30 nor more
than 60 days’ prior notice, on any date prior to their Stated Maturity 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 the date that
is three months 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 30 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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IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed and attested.


 


Dated: August 12, 2015


 


	 	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: August 12, 2015


 




    	 



    	 



    

 


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


 


3.875% Senior Note due 2025


 


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