Re: Tax Reimbursement AgreementReimbursement Agreement • February 1st, 2018 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
On January 21, 2018, Juno Therapeutics, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement” and the transactions contemplated by the Merger Agreement, collectively, the “Transaction”) with Celgene Corporation, a Delaware corporation (“Parent”), and Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, Purchaser will commence a cash tender offer to acquire all of the outstanding shares of common stock of the Company at a price per share of $87.00 net to each seller in cash, without interest, subject to any applicable withholding taxes. The Company has determined it is appropriate to enter into this letter agreement (this “Agreement”) with you in the event that you become subject to any Excise Tax (as defined below) in connection with or following the Transaction.
