REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of
___________, 1996, by and among CELGENE CORPORATION, a Delaware corporation
("Company"), Swartz Investments, LLC, a Georgia limited liability company
("Swartz Investments") and the subscribers ("Subscribers") to the Company's
offering ("Offering") of up to $15 million of Series A Convertible Preferred
Stock (the "Preferred Stock") pursuant to the Subscription Agreement between the
Company and the Subscribers ("Subscription Agreement").
1. Definitions. For purposes of this Agreement:
(a) The term "register", "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933 (the "Act"), and
the declaration or ordering of effectiveness of such registration statement or
document;
(b) The term "Registrable Securities" means the Common Stock issuable or
issued upon (i) conversion of the Preferred Stock issued to Investors in the
Offering, (ii) exercise of the Lockup Warrants, and (iii) exercise of the
Warrant(s);
(c) The number of shares of "Registrable Securities then outstanding"
shall be determined by the number of shares of Common Stock which have been
issued or are issuable upon conversion of the Preferred Stock and exercise of
the Warrants and Lock Up Warrants at the time of such determination;
(d) The term "Holder" means any person owning or having the right to
acquire Registrable Securities or any permitted assignee thereof;
(e) The term "Warrants" means the warrants granted to Swartz Investments
or to persons designated by Swartz Investments in connection with i) this
Offering and ii) the offering by the Company, through Swartz Investments, Inc.
of the Company's 8% Convertible Debentures Due July 31, 1997;
(f) The term "Lockup Warrants" means the "90 Day Lockup Warrants" and
the "180 Day Lockup Warrants", as those terms are defined in Certificate Of
Designation of Series A Convertible Preferred Stock of Celgene Corporation; and
(g) The term "Initiating Holders" means holders of Registrable
Securities obtained or obtainable upon conversion of at least four hundred
(400) shares of Preferred Stock.
2. Required Registration.
(a) Within 30 days after the Last Closing of the Offering (as defined in
the Subscription Agreement), but in no event sooner than April 10, 1996 the
Company shall
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file a registration statement ("Registration Statement") on Form S-3 (or other
suitable form, at the Company's discretion but subject to the reasonable
approval of the Investors), covering the resale of all shares of Registrable
Securities then outstanding.
(b) The Registration Statement shall be done as a "shelf" registration
statement under Rule 415, and shall be maintained effective until completion of
the distribution described therein or such time as all Registrable Securities
covered thereby can be immediately sold without any limitation on volume. The
Company shall use its best efforts to have the Registration Statement declared
effective within 90 days after the Last Closing (as defined in the Subscription
Agreement) (the date which is 90 days after the Last Closing herein referred to
as the "Due Date").
(c) If the Registration Statement is not declared effective by the Due
Date, the Company must continue to use its best efforts to obtain a declaration
of effectiveness and shall pay the Investors an amount equal to one and a half
percent (1 1/2%) per month of the aggregate amount of Preferred Stock sold in
the Offering, compounded monthly, and accruing daily, for the first six (6)
months and one percent (1%) thereafter, payable in common stock, which common
stock shall also be deemed "Registrable Securities" for the purpose of this
Agreement. Provided, however, that such additional amounts shall not be payable
for so long as any delay in the effectiveness of the Registration Statement is
due, directly to causes that are beyond the control of the Company, including
but not limited to acts of God, acts or omissions of the Agent or the Investors,
acts or omissions of any government or regulatory body (whether civil or
military) that result in a delay of the declaration by the SEC of the
effectiveness of registration statements generally, fires, explosions, floods,
earthquakes or other natural or man-made disasters, epidemics, wars, riots,
civil disturbances, sabotage, strikes, lockouts, labor difficulties involving
third parties, loss of electrical or other power, or telecommunications
equipment or line failures.
3. Demand Registration.
(a) If the Registration Statement described in Section 2 above is not
effective by the Due Date, Initiating Holders may notify the Company in writing
and demand that the Company file a registration statement under the Securities
Act (a "Demand Registration Statement") covering the resale of the Registrable
Securities then outstanding held by such Holders. Upon receipt of such notice,
the Company shall, within ten (10) days thereafter, give written notice of such
request to all Holders and shall, subject to the limitations of subsection 3(b),
as soon as practicable, and in any event within 60 days after the receipt of
such request, include in the Demand Registration Statement all Registrable
Securities which the Holders request, by notice given to the Company within (10)
days of receipt of the Company's notice.
(b) If the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to this Section 3
and the Company shall include such information in the written notice referred to
in subsection 3(a). In such event, the
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right of any other Holder to include his Registrable Securities in such
registration shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting (unless otherwise mutually agreed by a majority in interest of the
Initiating Holders and such Holder) to the extent provided herein. All Holders
proposing to distribute their securities through such underwriting shall
(together with the Company as provided in subsection 6(f)) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders, and reasonably acceptable to the Company. The Holder will not be
required to make any representation other than as to its ownership of the
Registrable Securities and its intended method of distribution.
(c) The Company is obligated to effect only one demand registration
pursuant to Section 3 of this Agreement. The Company agrees to include all
Registrable Securities held by all Holders in such Registration Statement
without cutback or reduction. In the event the Company breaches its obligation
of the preceding sentence, any Holders of the Registrable Securities which were
not included in such Registration Statement shall be entitled to such a second
demand registration for such excluded securities and the Company shall keep
such registration statement effective as required by Section 6.
The Company is not obligated to effect a demand registration under this
Section 3 if in the opinion of counsel to the Company reasonably acceptable to
the person or persons from whom written request for registration has been
received (and satisfactory to the Company's transfer agent to permit the
transfer) that registration under the Act is not required for the immediate
transfer of all of the Registrable Securities pursuant to Rule 144 or other
applicable provision. Such opinion shall be addressed to the Holder at the
Holder's Request.
4. Piggyback Registration. If the Registration Statement described in
Section 2 is not effective by the Due Date, and no demand for a Demand
Registration Statement has been made pursuant to Section 3, and if (but without
any obligation to do so) the Company proposes to register (including for this
purpose a registration effected by the Company for shareholders other than the
Holders) any of its Common Stock under the Securities Act in connection with the
public offering of such securities solely for cash (other than a registration
relating solely for the sale of securities to participants in a Company stock
plan or a registration on Form S-4 promulgated under the Securities Act or any
successor or similar form registering stock issuable upon a reclassification,
upon a business combination involving an exchange of securities or upon an
exchange offer for securities of the issuer or another entity), the Company
shall, at such time, promptly give each Holder written notice of such
registration (a "Piggyback Registration Statement"). Upon the written request of
each Holder given by fax within ten (10) days after mailing of such notice by
the Company, which request shall state the intended method of disposition of
such shares by such Holder, the Company shall cause to be registered under the
Securities Act all of the Registrable Securities that each such Holder has
requested to be registered. The rights of Holders pursuant to this Section 4
will be limited to one Piggyback Registration Statement and the Company is not
obligated to effect a demand registration under this Section 4 if in the opinion
of counsel to the
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Company reasonably acceptable to the person or persons from whom written request
for registration has been received (and satisfactory to the Company's transfer
agent to permit the transfer) that registration under the Act is not required
for the immediate transfer of all of the Registrable Securities pursuant to Rule
144 or other applicable provision.
5. Limitation on Obligations to Register.
(a) In the case of a Piggyback Registration on an underwritten public
offering by the Company, if the managing underwriter determines and advises in
writing that the inclusion in the registration statement of all Registrable
Shares proposed to be included would interfere with the successful marketing of
the securities proposed to be registered by the Company, then the number of such
Registrable Shares to be included in the registration statement shall be
allocated among all Holders who had requested Piggyback Registration, in the
proportion that the number of Registrable Shares which each such Holder,
including Swartz Investments, seeks to register bears to the total number of
Registrable Shares sought to be included by all Holders, including Swartz
Investments; provided that in no event shall the number of Registrable
Securities be less than 20% of the total number of shares included in such
registration.
(b) Notwithstanding anything to the contrary herein, the Company shall
have the right (i) to defer the initial filing or request for acceleration of
effectiveness of any Demand Registration Statement or Piggyback Registration
Statement or (ii) after effectiveness, to suspend effectiveness of any such
registration statement, if, in the good faith judgment of the board of directors
of the Company and upon the advice of counsel to the Company, such delay in
filing or requesting acceleration of effectiveness or such suspension of
effectiveness is necessary in light of the existence of material non-public
information (financial or otherwise) concerning the Company disclosure of which
at the time is not, in the opinion of the board of directors of the Company upon
the advice of counsel, (A) otherwise required and (B) in the best interests of
the Company; provided however that the Company will not delay or suspend
effectiveness of such registration for more than three months from the date of
the demand, unless it is then engaged in an acquisition that would make such
registration impracticable, in which case it will use its best efforts to
eliminate such impracticability as soon as possible.
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6. Obligations of the Company. Whenever required under this Agreement
to effect the Registration of any Registrable Securities, the Company shall,
as expeditiously as reasonably possible,
(a) in the event that the number of shares available under a
registration statement filed pursuant to Section 2 or 3 above is
insufficient to cover all of the Registrable Securities then outstanding,
based upon the prior day's Closing Price (as defined in the Certificate
of Designation) of the Series A Convertible Preferred Stock, the Company
shall amend that registration statement, or file a new registration
statement, or both, so as to cover all shares of Registrable Securities then
outstanding. The Company shall use its best efforts to effect such amendment or
new registration within 90 days of the date the registration statement file
under Section 2 or 3 is insufficient to cover all the shares of Registrable
Securities then outstanding. Failure to effect an amendment or have the new
registration statement declared effective within that 90 day period will result
in the Company's obligation to pay the additional amounts stated in Section 2(c)
to the Holders of Shares then outstanding, provided that such additional amounts
shall not be payable for any day for which the number of shares of Common Stock
available under the Registration Statement, is sufficient, based upon the prior
day's Closing Price to cover all of the Registrable Securities then outstanding.
(b) Prepare and file with the SEC a registration statement with respect
to such Registrable Securities and use its best efforts to cause such
registration statement to become effective.
(c) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(d) With respect to any Demand Registration Statement, use best efforts
to keep such registration statement effective until the later of 60 days after
all shares of the Preferred Stock have been converted and all Warrants and
Lock-up Warrants have been exercised.
(e) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them.
(f) Use its best efforts to register and qualify the securities covered
by such registration statement under such other securities or Blue Sky laws of
such jurisdictions as shall be reasonably requested by the Holders of the
Registrable Securities covered by such registration statement, provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions.
(g) In the event of any underwritten public offering, enter into and
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perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.
(h) Furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Agreement, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Agreement, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of the outside
counsel of recognized Standing (or reasonably acceptable to Holder) representing
the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities.
(i) As promptly as practicable after becoming aware of such event,
notify each Investor of the happening of any event of which the Company has
knowledge, as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, and use its best efforts promptly to prepare a supplement
or amendment to the Registration Statement to correct such untrue statement or
omission, and deliver a number of copies of such supplement or amendment to each
Investor as such Investor may reasonably request.
(j) Provide Holders with written notice of the date that a registration
statement registering the resale of the Registrable Securities is declared
effective by the Securities and Exchange Commission ("SEC").
(k) Provide Holders and their representatives the opportunity to conduct
a reasonable due diligence inquiry of Company's pertinent financial and other
records and make available its officers, directors and employees for questions
regarding such information as it relates to information contained in the
registration statement.
(l) Provide Holders and their representatives the opportunity to review
the registration statement and all amendments thereto a reasonable period of
time prior to their filing with the SEC and refrain from filing any document in
a form to which Holders reasonably object.
7. Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement with
regard to each selling Holder that such selling Holders shall furnish to the
Company such
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information regarding themselves, the Registrable Securities held by them, and
the intended method of disposition of such securities as shall be required to
effect the registration of their Registrable Securities or to determine that
registration is not required pursuant to Rule 144 or other applicable provision
of the Act.
8. Expenses of Demand Registration. All expenses other than underwriting
discounts and commissions incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company, and including the reasonable fees
and disbursements incurred of only one counsel for the selling Holders, shall be
borne by the Company; provided, however, that the Company shall not be
required to pay for any expenses of any registration proceeding begun pursuant
to Section 3 if the registration request is subsequently withdrawn at the
request of the Holders of a majority of the Registrable Securities to be
registered (in which case all Holders who had requested such registration shall
bear such expenses); provided further, however, that if at the time of such
withdrawal, the Holders have learned of a material adverse change in the
condition, business, or prospects of the Company from that known to the Holders
at the time of their request, then the Holders shall not be required to pay any
of such expenses and shall retain their rights pursuant to Section 3.
9. Expenses of Company Registration. The Company shall bear and pay all
expenses incurred in connection with any registration, filing or qualification
of Registrable Securities with respect to the registration pursuant to Section 4
for each Holder, including (without limitation) all registration, filing, and
qualification fees, printers and accounting fees relating or apportionable
thereto (and including the reasonable fees and disbursements incurred of only
one counsel for the selling Holders selected by them), but excluding
underwriting discounts and commissions relating to Registrable Securities.
10. Indemnification. In the event any Registrable Securities are
included in a registration statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder, the officers and directors of each Holder, any underwriter
(as defined in the Act) for such Holder and each person, if any, who controls
such Holder or underwriter within the meaning of the Act or the Securities
Exchange Act of 1934, as amended (the "1934 Act"), against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation by the Company of the Act, the 1934 Act, any
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state securities law or any rule or regulation promulgated under the Act, the
1934 Act or any state securities law; and the Company will reimburse each such
Holder, officer or director, underwriter or controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this subsection 10(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability, or
action if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder, officer, director,
underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder, severally and
not jointly, will indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the registration statement, each
person, if any, who controls the Company within the meaning of the Act, any
underwriter and any other Holder selling securities in such registration
statement or any of its directors or officers or any person who controls such
Holder, against any losses, claims, damages, or liabilities (joint or several)
to which the Company or any such director, officer, controlling person, or
underwriter or controlling person, or other such Holder or director, officer or
controlling person may become subject, under the Act, the 1934 Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will reimburse any legal or other expenses reasonably incurred by the
Company and any such director, officer, controlling person, underwriter or
controlling person, other Holder, officer, director, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this subsection 10(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; provided, that, in no event shall any indemnity under this subsection
10(b) exceed the gross proceeds from the offering received by such Holder.
(c) Promptly after receipt by an indemnified party under this Section 10
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 10, deliver to the indemnifying party
a written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party shall have the right to retain its own
counsel, with the reasonably incurred fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the
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counsel retained by the indemnifying party would be inappropriate due to actual
or potential conflicting interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 10, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 10.
(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 10 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and each holder of Registrable
Securities agree to contribute to the aggregate claims, losses, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively 'Losses') to which the
Company and one or more of the holders of Registrable Securities may be subject
in such proportion as is appropriate to reflect the relative fault of the
Company and the holders in connection with the statements or omissions which
resulted in such Losses; provided, however, that in no case shall any holder be
responsible for any amount in excess of the net purchase price of securities
sold by it under the registration statement. Relative fault shall be determined
by reference to whether any alleged untrue statement or omission relates to
information provided by the Company or by the holders. The Company and the
holders agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 10,
each person who controls a holder of Registrable Securities within the meaning
of either the Securities Act or the Exchange Act and each director, officer,
partner, employee and agent of a holder shall have the same rights to
contribution as such holder, and each person who controls the Company within the
meaning of either the Securities Act or the Exchange Act and each director of
the Company, and each officer of the Company who has signed the registration
statement, shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (d).
(e) The obligations of the Company and Holders under this Section 10
shall survive the redemption and conversion, if any, of the Preferred Stock, the
completion of any offering of Registrable Securities in a registration statement
under this Agreement, and otherwise.
11. Reports Under Securities Exchange Act of 1934. With a view to making
available to the Holders the benefits of Rule 144 promulgated under the Act and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration, the Company
agrees to:
(a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144;
(b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Act and the 1934 Act; and
(c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company, if
true, that it has complied with the reporting requirements of SEC Rule 144, the
Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested in availing any
Holder of any rule or regulation of the SEC which permits the selling of any
such securities without registration.
12. Amendment of Registration Rights. Any provision of this Agreement
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the holders of a majority of the Registrable
Securities provided that the amendment treats all Holders equally and provided
further that there can be no material reduction in a Holder's rights without
consent of such Holder. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each Holder, each future Holder, and the
Company.
13. Notices. All notices required or permitted under this Agreement
shall be made in writing signed by the party making the same, shall specify the
section under this Agreement pursuant to which it is given, and shall be
addressed if to (i) the Company at: President, 7 Powder Horn Drive, Warren, NJ
07059, Telephone No. (908) 271-
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1001, Telecopy No. (908) 805-3931 and (ii) the Holders at their respective last
address as the party shall have furnished in writing as a new address to be
entered on such register. Any notice, except as otherwise provided in this
Agreement, shall be made by fax and shall be deemed given at the time of
transmission of the fax.
14. Termination. This Agreement shall terminate on the date that is five
years from the date of this Agreement; but without prejudice to (i) the parties'
rights and obligations arising from breaches of this Agreement occurring prior
to such termination, (ii) other indemnification obligations under this
Agreement, or (iii) the Company's obligation to maintain the effectiveness of a
registration statement filed prior thereto in accordance with the terms hereof,
and to fulfill its obligations hereunder in respect thereof until it is no
longer required to maintain the effectiveness thereof.
15. Assignment. No assignment, transfer or delegation, whether by
operation of law or otherwise, of any rights or obligations under this Agreement
by the Company or any Holder, respectively, shall be made without the prior
written consent of the majority in interest of the Holders or the Company,
respectively; provided that the rights of a Holder may be transferred to a
subsequent holder of the Holder's Registrable Securities (provided such
transferee shall provide to the Company, together with or prior to such
transferee's request to have such Registrable Shares included in a Demand
Registration or Piggyback Registration, a writing executed by such transferee
agreeing to be bound as a Holder by the terms of this Agreement); and provided
further that the Company may transfer its rights and obligations under this
Agreement to a purchaser of all or a substantial portion of its business if the
obligations of the Company under this Agreement are assumed in connection with
such transfer, either by merger or other operation of law (which may include
without limitation a transaction whereby the Registrable Shares are converted
into securities of the successor in interest) or by specific assumption executed
by the transferee.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, U.S.A. applicable to
agreements made in and wholly to be performed in that jurisdiction, except for
matters arising under the Act or the Securities Exchange Act of 1934, which
matters shall be construed and interpreted in accordance with such laws.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
CELGENE CORPORATION
By: ________________________________
_________________
President
Address: ___________________
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___________________
___________________
INVESTOR(S)
___________________________________
Investor's Name
By:_________________________________
(Signature)
Address: ___________________
___________________
___________________
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