ContractAssignment, Assumption and Amendment Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionEX-4.2 3 ex4_2.htm ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Exhibit 4.2 EXECUTION VERSION ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 20, 2019, by and among Celgene Corporation, a Delaware corporation (“Assignor”), Bristol-Myers Squibb Company, a Delaware corporation (“Assignee”), American Stock Transfer & Trust Company, LLC, a New York limited liability company, as trustee (the “Existing Trustee”), and Equiniti Trust Company, a limited trust organized under the laws of the State of New York (the “New Trustee”). All capitalized terms used but not defined in this Agreement have the meanings given to them in the CVR Agreement (as defined below). WHEREAS, Assignor and the Existing Trustee entered into a Contingent Value Rights Agreement, dated as of October 15, 2010 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “CVR A
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • November 20th, 2019 • Celgene Corp /De/ • Pharmaceutical preparations • New York
Contract Type FiledNovember 20th, 2019 Company Industry JurisdictionThis Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 20, 2019, by and among Celgene Corporation, a Delaware corporation (“Assignor”), Bristol-Myers Squibb Company, a Delaware corporation (“Assignee”), American Stock Transfer & Trust Company, LLC, a New York limited liability company, as trustee (the “Existing Trustee”), and Equiniti Trust Company, a limited trust organized under the laws of the State of New York (the “New Trustee”). All capitalized terms used but not defined in this Agreement have the meanings given to them in the CVR Agreement (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • November 20th, 2019 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Contract Type FiledNovember 20th, 2019 Company Industry JurisdictionThis Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 20, 2019, by and among Celgene Corporation, a Delaware corporation (“Assignor”), Bristol-Myers Squibb Company, a Delaware corporation (“Assignee”), American Stock Transfer & Trust Company, LLC, a New York limited liability company, as trustee (the “Existing Trustee”), and Equiniti Trust Company, a limited trust organized under the laws of the State of New York (the “New Trustee”). All capitalized terms used but not defined in this Agreement have the meanings given to them in the CVR Agreement (as defined below).