CONTINGENT VALUE RIGHTS AGREEMENT by and between CELGENE CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of October 15, 2010Contingent Value Rights Agreement • October 15th, 2010 • Celgene Corp /De/ • Pharmaceutical preparations • New York
Contract Type FiledOctober 15th, 2010 Company Industry JurisdictionTHIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of October 15, 2010 (this “CVR Agreement”), by and between Celgene Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.