CELGENE CORPORATION
AMENDED AND RESTATED
CERTIFICATE OF DESIGNATION
OF
SERIES A CONVERTIBLE
PREFERRED STOCK
(Pursuant to Section 151 of the Delaware General Corporation Law)
We, John W. Jackson and Sanford Kaston, the Chairman of the
Board and Chief Executive Officer and the Assistant Secretary, respectively, of
Celgene Corporation, a Delaware corporation, in accordance with the provisions
of Section 103 of the Delaware General Corporation Law do hereby certify that:
1. The name of the corporation (hereinafter called the
"Corporation") is CELGENE CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware.
2. The Certificate of Incorporation (as amended) authorizes the
issuance of 5,000,000 shares of Preferred Stock of a par value of $.01 each and
expressly vests in the Board of Directors of the Corporation the authority
provided therein to issue any or all of said shares in one or more series and by
resolution or resolutions to establish the designation, number, full or limited
voting powers, or the denial of voting powers, preferences and relative,
participating, optional, and other special rights and the qualifications,
limitations, restrictions, and other distinguishing characteristics of each
series to be issued.
3. A Certificate of Designation setting forth the rights and
privileges with respect to the Series A Convertible Preferred Stock, $.01 par
value per share, of the Corporation and designating Four Hundred Twenty (420) of
the 5 Million (5,000,000) authorized shares of Preferred Stock as Series A
Convertible Preferred Stock, $.01 par value per share, was filed with the
Secretary of State of the State of Delaware on March 6, 1996. This Amended and
Restated Certificate of Designation amends and restates the Certificate of
Designation that was filed on March 6, 1996.
4. The following is a true and correct copy of certain
resolutions duly adopted by the Board of Directors of the Corporation on March
11, 1996, which constituted all necessary action on the part of the Company for
adoption of such resolutions.
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RESOLVED, that Five Hundred and Twenty (520) of the 5 Million
(5,000,000) authorized shares of Preferred Stock of the Corporation shall be
designated Series A Convertible Preferred Stock, $.01 par value per share, and
shall possess the rights and privileges set forth below:
Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Convertible Preferred Stock" (the "Series A
Convertible Preferred Stock") and the number of shares constituting the Series A
Convertible Preferred Stock (the "Shares") shall be 520; such number of shares
may be increased or decreased by resolution of the Board of Directors; provided,
that no decrease shall reduce the number of Shares to a number less than the
number of shares then outstanding.
Section 2. Rank. The Series A Convertible Preferred Stock shall
rank: (i) prior to all of the Corporation's Common Stock, par value $.01 per
share ("Common Stock"); (ii) prior to any class or series of capital stock of
the Corporation hereafter created specifically ranking by its terms junior to
the Series A Convertible Preferred Stock (collectively, with the Common Stock,
"Junior Securities"); (iii) on parity with any class or series of capital stock
of the Corporation hereafter created specifically ranking by its terms on parity
with the Series A Convertible Preferred Stock ("Parity Securities") and (iv)
junior to any class or series of capital stock of the Corporation hereafter
created specifically ranking by its terms senior to the Series A Convertible
Preferred Stock ("Senior Securities"); in each case as to distributions of
assets upon liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary (all such distributions being referred to collectively
as "Distributions");
Section 3. Dividends. The Series A Convertible Preferred Stock
will bear no dividends, and the holders of the Series A Convertible Preferred
Stock shall not be entitled to receive dividends on the Series A Convertible
Preferred Stock.
Section 4. Liquidation Preference.
(a) In the event of any liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary ("an Event"), the holders of
Shares shall be entitled to receive, immediately after any distributions to
Senior Securities and prior and in preference to any distribution to Junior
Securities but in parity with any distribution to Parity Securities, an amount
per share equal to the sum of (i) $50,000 for each outstanding Share (the
"Original Series A Issue Price") and (ii) an amount equal to 4.9% of the
Original Series A Issue Price per annum for the period that has passed since the
date of issuance of any Series A Convertible Preferred Stock (such amount being
referred to herein as the "Accretion"). If upon the occurrence of such Event,
the assets and funds thus distributed among the holders of the Series A
Convertible Preferred Stock and Parity Securities shall be insufficient to
permit the payment to such holders of the full preferential amounts due to the
holders of the Series A Convertible Preferred Stock and the Parity Securities,
respectively, then the entire assets and funds of the Corporation
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legally available for distribution shall be distributed among the holders of the
Series A Convertible Preferred Stock and the Parity Securities, pro rata, based
on the respective liquidation amounts to which each such series of stock is
entitled by the Corporation's Certificate of Incorporation and any
Certificate(s) of Designation.
(b) Upon the completion of the distribution required by
subsection 4(a), if assets remain in this Corporation, they shall be distributed
to holders of Junior Securities in accordance with the Corporation's Certificate
of Incorporation including any duly adopted Certificate(s) of Designation.
(c) A consolidation or merger of the Corporation with or into any
other corporation or corporations, or a sale, conveyance or disposition of all
or substantially all of the assets of the Corporation or the effectuation by the
Corporation of a transaction or series of related transactions in which more
than 50% of the voting power of the Corporation is disposed of, shall not be
deemed to be a liquidation, dissolution or winding up within the meaning of this
Section 4, but shall instead be treated pursuant to Section 5(f)(ii) hereof.
Section 5. Conversion.
The record Holders of this Series A Convertible Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):
(a) Right to Convert. The record holder of the Series A
Convertible Preferred Stock shall be entitled, as set forth below, and, subject
to the Company's right of redemption set forth in Section 6 and the restrictions
on conversion set forth in Section 5(b) below, to convert the Shares held by
such holder into that number of fully-paid and nonassessable shares of the
Common Stock at the Conversion Rate as set forth below. The minimum number of
Shares that may be converted is the lesser of (i) Two Shares or (ii) all of the
Holder's remaining Shares. The rate at which Shares may be converted into shares
of Common Stock is hereinafter referred to as the "Conversion Rate" and is
computed as follows:
Number of shares of Common Stock issued upon conversion of one share of
Preferred Stock = Principal Conversion Rate + Accretion Conversion Rate, where
"Principal Conversion Rate" = Issue Price
----------------
Conversion Price
and "Accretion Conversion Rate = (.049)(N/365)(Issue Price)
--------------------------
Accretion Conversion Price
where
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N = the number of days between (i) the date that, in connection with
the consummation of the initial purchase of the Preferred Stock from
the Company, the escrow agent first had in its possession funds
representing full payment for the Preferred Stock for which
conversion is being elected, and (ii) the Date of Conversion;
Issue Price = the Original Series A Issue Price, as defined in
Section 4(a);
Accretion Conversion Price equals the average Closing Price for the
Common Stock as that term is defined below, for the 30 calendar days
prior to the Date of Conversion; and
Conversion Price = the lesser of (x) $18.81 (the "Fixed Conversion
Price")(which equals 110% of $17.1, which is the average closing
price for the seven (7) trading days ending on February 29, 1996), or
(y) 90% of the average Closing Price, as that term is defined below,
of the Company's Common Stock for the seven (7) trading days
immediately preceding the Date of Conversion. For purposes hereof,
the term "Closing Price" shall mean the closing price of the
Company's Common Stock as reported by NASDAQ (or, if not reported by
NASDAQ, as reported by such other exchange or market where traded).
(b) Restrictions on Conversion. No shares of Series A Convertible
Preferred Stock may be converted prior to 60 days after the Last Closing (as
defined in the Subscription Agreement). Thereafter, (subject to the
effectiveness of the S-3 Registration Statement as defined in the Subscription
Agreement) each Holder of Series A Convertible Preferred Stock may convert
one-third of his shares of Series A Convertible Preferred Stock on or after the
60th day after the Last Closing, an additional one-third on or after the 90th
day after the Last Closing, and all additional remaining Series A Convertible
Preferred Stock on or after the 120th day after the Last Closing.
(c) Mechanics of Conversion. In order to convert Series A Convertible
Preferred Stock into shares of Common Stock, the holder shall (i) fax a copy of
the fully executed notice of conversion in the form attached hereto ("Notice of
Conversion") to the Company at the office of the Company and to American Stock
Transfer & Trust Company (the "Exchange Agent") that he elects to convert the
same, which notice shall specify the number of shares of Series A Convertible
Preferred Stock to be converted and shall contain a calculation of the
Conversion Rate (together with a copy of the first page of each certificate to
be converted) prior to Midnight, New York City time (the "Conversion Notice
Deadline") on the Date of Conversion specified on the Notice of Conversion and
(ii) surrender the original certificate or certificates therefor, duly endorsed,
and the original Notice of Conversion, no later than Midnight (New York City
Time) the next business day, to a common courier for overnight delivery or (if
overseas) 2-day delivery to the Exchange Agent. The Company shall not be
obligated to issue certificates evidencing the shares
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of Common Stock issuable upon such conversion unless either the certificates
evidencing such Series A Convertible Preferred Stock are delivered to the
Exchange Agent as provided above, or the Holder notifies the Exchange Agent that
such certificates have been lost, stolen or destroyed and such Holder provides
such indemnity as is reasonably acceptable to the Company with respect to such
lost, stolen or destroyed certificate. In the case of a dispute as to the
calculation of the Conversion Rate, the Company's calculation shall be deemed
conclusive absent manifest error. No fractional shares of Common Stock shall be
issued upon conversion of this Series A Convertible Preferred Stock. In lieu of
any fractional share to which the Holder would otherwise be entitled, the
Company shall round up to the nearest whole share.
The Company shall issue and deliver or cause to be issued and delivered
within three (3) business days after delivery to the Exchange Agent of such
certificates, or after the holder has furnished such indemnity such holder of
Series A Convertible Preferred Stock at the address of the Holder on the books
of the Company, a certificate or certificates for the number of shares of Common
Stock to which the Holder shall be entitled as provided in Section 5(a) above.
The date on which conversion occurs (the "Date of Conversion") shall be deemed
to be the date set forth in such Notice of Conversion, provided (i) that the
advance copy of the Notice of Conversion is faxed to the Company and the
Exchange Agent before midnight, New York City time, on the Date of Conversion
and (ii) that the stock certificates (the "Preferred Stock Certificates")
representing the Series A Convertible Preferred Stock to be converted are
received by the Exchange Agent within five (5) business days thereafter. The
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date. If the original Series A
Convertible Preferred Stock Certificates to be converted are not received by the
Exchange Agent or the Company within five (5) business days after the Date of
Conversion, the Company may, at its option, treat the Notice of Conversion as
null and void.
(d) Reservation of Stock Issuable Upon Conversion. The Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
Series A Convertible Preferred Stock, such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of all then
outstanding shares of Series A Convertible Preferred Stock; and if at any time
the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of Series A
Convertible Preferred Stock, the Company will take such corporate action as may
be necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purpose.
(e) Automatic Conversion. Each share of Series A Convertible Preferred
Stock outstanding two years from the Date of the Last Closing automatically
shall be converted into Common Stock on such date at the Conversion Price then
in effect and two years
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from the Date of the Last Closing shall be deemed the Date of Conversion with
respect to such Shares then outstanding provided that, if such date is not a
business day, the next following business day shall be the operative date.
(f) Adjustment to Fixed Conversion Price.
In computing the Fixed Conversion Price for purposes of Section
5(a):
(i) If, prior to the conversion of all of the Series A
Convertible Preferred Stock, the number of outstanding shares of Common Stock is
adjusted by a stock split stock dividend, or other similar event, the Fixed
Conversion Price shall be proportionately adjusted.
(ii) If, prior to the conversion of all Series A Convertible
Preferred Stock, there shall be any merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which
shares of Common Stock shall be changed into the same or a different number of
shares of the same or another class or classes of stock or securities of the
Company or another entity, then the Holders of Series A Convertible Preferred
Stock shall thereafter have the right to purchase and receive upon conversion of
Series A Convertible Preferred Stock, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, such shares of stock and/or
securities as may be issued or payable with respect to or in exchange for the
number of shares of Common Stock immediately theretofore purchasable and
receivable upon the conversion of Series A Convertible Preferred Stock held by
such Holders had the Holders converted their Series A Preferred to Common
immediately prior to such merger, consolidation, exchange of shares,
recapitalization or reorganization, and in any such case appropriate provisions
shall be made with respect to the rights and interests of the Holders of the
Series A Convertible Preferred Stock to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the Fixed
Conversion Price and of the number of shares issuable upon conversion of the
Series A Convertible Preferred Stock) shall thereafter be applicable, as nearly
as may be practicable in relation to any shares of stock or securities
thereafter be deliverable upon the conversion of Series A Convertible Preferred
Stock. The Company shall not effect any transaction described in this subsection
5(f) unless the resulting successor or acquiring entity (if not the Company)
assumes by written instrument the obligation to deliver to the Holders of the
Series A Convertible Preferred Stock such shares of stock and/or securities as,
in accordance with the foregoing provisions, the Holders of the Series A
Convertible Preferred Stock may be entitled to purchase.
(iii) If any adjustment under this Section 5(f) would create a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, such fractional share (on an aggregate basis) shall be disregarded
and the number of shares of Common Stock issuable upon conversion shall be
rounded to the next higher number of shares.
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Section 6. Redemption by Company; Lock Up.
(a) Company's Right to Redeem or Lock Up Conversion in the Event of
Conversion.
(i) Redemption Upon Receipt of Notice of Conversion. In the event
the average Closing Price of the Company's Common Stock on the NASDAQ for the
seven (7) trading days immediately preceding the Date of Conversion shall be at
or less than the Fixed Conversion Price, the Company shall have the right, in
its sole discretion, upon receipt of a Notice of Conversion pursuant to Section
5, to redeem in whole or in part any Series A Convertible Preferred Stock
submitted for conversion, immediately prior to conversion. If the Company elects
to redeem some, but not all, of the Series A Convertible Preferred Stock
submitted for conversion, the Company shall redeem from among the Series A
Convertible Preferred Stock submitted by the various shareholders for conversion
on the applicable date, a pro-rata amount from each shareholder so submitting
Series A Convertible Preferred Stock for conversion.
In the case of a redemption under this Section 6(a)(i), the redemption
price shall equal the sum of the Principal Redemption Price plus the
Accretion, where:
Principal Redemption Price =
Issue Price x Closing Price on Date of Conversion
-------------------------------------------------
Conversion Price
In the event of redemption, the Accretion is payable, at the Company's
option, in cash or Common Stock. If the Accretion is paid in Common Stock, the
number of shares for such payment shall be calculated in accordance with the
following formula:
Accretion
---------
Accretion Conversion Price
where "N," "Issue Price," "Closing Price", "Accretion Conversion
Price" and "Conversion Price" have the meanings set forth in
Section 5, and "Accretion" has the meaning set forth in Section
4.
(ii) Redemption or Lockup Below Soft Floor Price. In the event
the Closing Price per share shall be at or less than $11.50 (the "Soft Floor
Price"), for each of the five (5) trading days preceding the date of submission
of a Notice of Conversion by a Holder, the Company shall have the right, in its
sole discretion, upon receipt of such Notice of Conversion pursuant to Section
5, to elect, in lieu of conversion, either (A) or (B), as follows:
A. The Company may elect to declare such conversion null
and
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void, and declare that no conversion of any Preferred
Stock that is included in the Notice of Conversion (the
"Affected Preferred Stock") shall be permitted for the
subsequent ninety (90) day period (the "90 Day Lock Up
Period"). In the event the Company declares a 90 Day Lock
Up Period, the Company shall issue within 10 business
days, to the Holder of the Affected Preferred Stock
warrants ("90 Day Lock Up Warrants"), to purchase Common
Stock of the Company, as follows:
Terms of 90 Day Lock Up Warrant
- the 90 Day Lock Up Warrant shall entitle the
holder to purchase a number of shares of common
stock equal to 10% of the number of shares of
Common Stock that would have been issued upon
conversion of the Affected Preferred Stock at the
Soft Floor Price.
- the strike price of the 90 Day Lock Up Warrant
shall equal the Soft Floor Price.
- the term of the 90 Day Lock Up Warrant shall be
two (2) years.
The Company may, in its discretion, offer ("180 Day Lock
Up Offer") to provide another warrant ("180 Day Lock Up
Warrant"), in addition to the 90 Day Lock Up Warrant, to
purchase Common Stock of the Company, to the Holder of
Affected Preferred Stock in exchange for such Holder's
agreement to forebear from converting its Affected
Preferred Stock for an additional 90 days beyond the 90
Day Lockup Period (a "180 Day Lockup Period"). The Holder,
in its discretion, may accept or reject the 180 Day Lock
Up Offer. The Company shall issue to the Holder, within 10
business days of Holder's written acceptance of a 180 Day
Lock Up Offer, a 180 Day Lock Up Warrant, the terms of
which shall be equivalent to the terms of a 90 Day Lock Up
Warrant.
After any 90 Day Lock Up Period or 180 Day Lock Up Period
(as applicable), the Investor shall again be entitled to
convert the Affected Preferred Stock pursuant to the terms
of Section 5 above, without any further lock up
restrictions.
B. Redeem such Affected Preferred Stock pursuant to
Section 6(a)(i).
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(iii) Mechanics of Redemption or Lock Up. Any shareholder
considering submitting Preferred Stock for conversion at such time as the
Company's right of redemption under Section 6(a)(i) or lock up under Section
6(a)(ii) is or may be in effect may provide notice to the Company by facsimile,
of his possible desire to convert a specified number of Shares, and ask the
Company to determine whether or not the Company would exercise its right of
redemption or lock up if the Shares were submitted for conversion. The Company
shall respond within two (2) business days of the date of receipt of that
notice, and state whether it would redeem or lock up the Shares, in whole or in
part, or allow conversion into Common Stock without redemption or lock up, which
election will be applicable to conversion by such shareholder of the number of
Shares specified in his notice within the next five business days after the date
of the Company's response. Failure of the Company to respond within the two (2)
business day period shall be deemed an election by the Company not to redeem or
lock up the Shares covered by that notice if submitted for conversion within the
next five business days. If the holder does not provide advance notice of
intention to convert as contemplated in this section (iii), the Company may
effect redemption or lock up of Shares submitted for conversion by giving notice
of its election to redeem or lock up, by facsimile within 2 business days
following receipt of a Notice of Conversion from a Holder, with a copy by
overnight or 2-day courier, to (A) the Holder of Series A Convertible Preferred
Stock submitted for conversion at the address and facsimile number of such
Holder appearing in the Company's register for the Series A Convertible
Preferred Stock and (B) the Exchange Agent. Such notice shall indicate whether
the Company will redeem or lock up all or part of the Series A Convertible
Preferred Stock submitted for conversion.
The Company shall not be entitled to exercise its right to redeem shares
submitted for conversion under this Section 6(a) unless it has (x) the full
amount of the redemption price, in cash, available in a demand or other
immediately available account in a bank or similar financial institution or (y)
immediately available credit facilities, in the full amount of the redemption
price, with a bank or similar financial institution on the date the redemption
notice is sent to Holders.
(b) Company's Right to Call Redemption if the Price of the Company's
Common Stock Is Greater Than the Fixed Strike Price. The Company shall have the
right to redeem the Series A Convertible Preferred Stock on the following terms
and conditions:
(i) at any time after nine (9) months following the Last
Closing Date, if the average closing price of the Company's
Common Stock for the seven (7) trading days immediately preceding
the Notice Date (as defined below) is greater than the Fixed
Conversion Price, the Company may, in its discretion, give
written notice that it intends, at least thirty (30) but no more
than forty five (45) business days from the date of such notice
("Notice Date") to redeem the Series A Convertible Preferred
Stock at the redemption price listed in 6(b)(iii) below. The
Company may elect to
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redeem some, but not all, of the Series A Convertible Preferred
Stock, but in no event less than $1,500,000 per redemption. If
the Company elects to redeem some, but not all, of the Series A
Convertible Preferred Stock, the Company shall redeem a pro-rata
amount from among all the Series A Convertible Preferred Stock
holders. The holders of the Preferred Stock shall have the right
to convert their Preferred Stock until the redemption date.
(ii) Mechanics of Redemption. The Company shall effect
each such redemption by giving notice of its election to redeem,
by facsimile with a copy by overnight or 2-day courier, no less
than 30 business days prior to the intended redemption date. Such
redemption notice shall indicate whether the Company will redeem
all or part of the Series A Convertible Preferred Stock, the
effective date of the redemption and the applicable redemption
price. The Company shall not be entitled to send any notice of
redemption and begin the redemption procedure unless it has (x)
the full amount of the redemption price, in cash, available in a
demand or other immediately available account in a bank or
similar financial institution or (y) immediately available credit
facilities, in the full amount of the redemption price, with a
bank or similar financial institution on the date the redemption
notice is sent to shareholders. If the Company has met the
requirements of the preceding sentence, and a Holder has not
submitted his Series A Convertible Preferred Stock for redemption
as required by this Section 6(c) by the redemption date, the
Company may pay the redemption price described in (iii) below and
cancel the Series A Convertible Preferred Stock subject to the
redemption notice, and such redeemed Series A Convertible
Preferred Stock shall be of no further validity, force or effect.
(iii) Redemption Price. In the case of a redemption
under this Section 6(b), the redemption price per share of
Series A Convertible Preferred Stock shall be as follows:
Redemption Price Elapsed Time since Last
Closing ---------------- -----------------------
- -------
130% of Stated Value 9 months and 1 day - 12
months
125% of Stated Value 12 months and 1 day - 18
months
120% of Stated Value 18 months and 1 day - 24
months
For purposes of this paragraph, the "Stated Value" shall equal
the Original Series A Issue Price plus the Accretion (calculated
as of the effective date of such redemption).
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(c) Payment of Redemption Price. The redemption price for redemptions
under either Section 6(a) or 6(b) above shall be paid to the Holder of Series A
Convertible Preferred Stock redeemed within 5 business days after the
redemption; provided, however, that the Company shall not be obligated to
deliver any portion of such redemption price unless either the certificates
evidencing the Series A Convertible Preferred Stock redeemed are delivered to
the Exchange Agent, or the Holder notifies the Company or the Exchange Agent
that such certificates have been lost, stolen or destroyed and executes an
agreement satisfactory to the Company to indemnify the Company from any loss
incurred by it in connection with such certificates.
Section 7. Voting Rights. The holders of the Series A Convertible Preferred
Stock have no voting rights except as required by the General Corporation Law of
the State of Delaware.
Section 8. Protective Provision. So long as shares of Series A Preferred Stock
are outstanding, the Company shall not alter or change the rights, preferences
or privileges of the shares of Series A Convertible Preferred Stock in a manner
not contemplated hereby so as to affect adversely the Series A Convertible
Preferred Stock.
Section 9. Status of Redeemed or Converted Stock. In the event any shares of
Series A Convertible Preferred Stock shall be redeemed or converted pursuant to
Section 5 or Section 6 hereof, the shares so converted or redeemed shall be
canceled, shall return to the status of authorized but unissued Preferred Stock
of no designated series, and shall not be issuable by the Corporation as Series
A Convertible Preferred Stock.
FURTHER RESOLVED, that the statements contained in the foregoing
resolutions creating and designating the said Series A Convertible Preferred
Stock and fixing the number, powers, preferences and relative, optional,
participating, and other special rights and the qualifications, limitations,
restrictions, and other distinguishing characteristics thereof shall, upon the
effective date of said series, be deemed to be included in and be a part of the
Certificate of Incorporation of the Corporation pursuant to the provisions of
the General Corporation Law of the State of Delaware.
FURTHER RESOLVED, that the officers of the Corporation be, and
each acting individually hereby is, authorized and directed to take all actions
necessary and advisable to effect the purpose and intent of the foregoing
resolutions.
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IN WITNESS WHEREOF, Celgene Corporation has caused this certificate to
be signed by John P. Jackson, its Chairman of the Board and Chief Executive
Officer, and attested by Sanford Kaston, its Assistant Secretary, this 11th day
of March, 1996.
CELGENE CORPORATION
By ____________________________
John W. Jackson
Chairman of the Board and Chief Executive Officer
Attest:
By __________________________
Sanford Kaston
Assistant Secretary
Each of the undersigned, the Chairman of the Board and Chief
Executive Officer and Assistant Secretary, respectively, of Celgene Corporation,
a Delaware corporation, declares under penalty of perjury that the matters set
forth in this certificate are true and correct of his own knowledge.
Executed at Warren, New Jersey on March __, 1996.
____________________________
John W. Jackson
Chairman of the Board and Chief Executive Officer
____________________________
Sanford Kaston
Assistant Secretary
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