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Press release from Business Wire

Celgene Prices $1.5 Billion of Senior Unsecured Notes

Tuesday, August 07, 2012

Celgene Prices $1.5 Billion of Senior Unsecured Notes08:15 EDT Tuesday, August 07, 2012 SUMMIT, N.J. (Business Wire) -- Celgene Corporation (NASDAQ: CELG) today announced the successful pricing of two series of senior unsecured notes for an aggregate principal amount of $1.5 billion. Of these notes, $500 million will mature in 2017 and will bear interest at an annual rate of 1.900%, and $1 billion will mature in 2022 and will bear interest at an annual rate of 3.250%. The 1.900% notes due 2017, and the 3.250% notes due 2022 were priced to yield 1.945% and 3.256%, respectively. Celgene expects to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, further development of Celgene's clinical and pre-clinical programs, capital expenditures, general corporate development activities and meeting working capital needs. The offering is expected to close on August 9, 2012. BofA Merrill Lynch, J.P. Morgan, and Morgan Stanley are acting as joint book-running managers. A copy of the prospectus supplement and the accompanying base prospectus, which is filed as part of Celgene's effective shelf registration statement on Form S-3 (File No. 333-169731), may be obtained from any of the joint book-running managers by calling BofA Merrill Lynch toll-free at: 1-800-294-1322, J.P. Morgan collect at 1-212-834-4533 or Morgan Stanley toll-free at 1-866-718-1649. An electronic copy of the prospectus supplement and the accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission's website at www.sec.gov. The notes are being offered pursuant to an effective registration statement on Form S-3 (File No. 333-169731) that Celgene previously filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes described herein, nor shall there be any sale of these notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of such jurisdiction. The offering of the notes will be made only by means of a prospectus supplement and the accompanying base prospectus. About Celgene Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of novel therapies for the treatment of cancer and inflammatory diseases through gene and protein regulation. Forward-Looking StatementsThis press release contains forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words "expects," "anticipates," "believes," "intends," "estimates," "plans," "will," “outlook” and similar expressions. Forward-looking statements are based on management's current plans, estimates, assumptions and projections, and speak only as of the date they are made. We undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in our Annual Report on Form 10-K and our other reports filed with the Securities and Exchange Commission. Celgene CorporationJacqualyn A. Fouse, Ph.D, 908-673-9956EVP, Chief Financial OfficerorPatrick E. Flanigan III, 908-673-9969VP, Investor Relations