The purpose of the Settlement Notice is to inform potential Class Members of the terms of the proposed Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation, and the motion by Class Counsel for attorneys’ fees and Litigation Expenses (the “Settlement Hearing”).  See ¶¶ 63-64 of the Settlement Notice for details about the Settlement Hearing, including the date and location of the hearing.

The issuance of the Settlement Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement.  If the Court approves the Settlement and a plan of allocation, then payments to Authorized Claimants will be made after any appeals are resolved and after the completion of all claims processing.  Please be patient, as this process can take some time to complete.

The initial complaint in this Action was filed on March 29, 2018.

On September 26, 2018 the Court appointed: AMF Tjänstepension AB (then known as AMF Pensionsförsäkring AB) as Lead Plaintiff and Kessler Topaz Meltzer & Check, LLP as Lead Counsel for the putative class.

On February 27, 2019, Lead Plaintiff filed the Second Amended Consolidated Class Action Complaint (the “Second Amended Complaint”), which sets forth the claims of the Class, including claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. §§ 78j(b),and 78t(a)) and SEC Rule 10b-5 (17 C.F.R. § 240.10b-5).  The Second Amended Complaint alleged that during the period from January 12, 2015 through and including April 27, 2018, Defendants made materially false or misleading representations and omissions regarding certain Celgene products and product candidates, including the pharmaceutical drugs and drug candidates known as GED-0301, Otezla, and Ozanimod.  The Second Amended Complaint asserted that Defendants’ alleged misrepresentations and omissions caused investors to purchase Celgene common stock at artificially inflated prices, and to suffer damages when the truth was revealed.

On December 19, 2019, the Court granted in part and denied in part Defendants’ motion to dismiss the Second Amended Complaint. 

On March 5, 2020, Defendants answered the Second Amended Complaint, denying Lead Plaintiff’s claims and asserting various affirmative defenses. 

On May 1, 2020, Lead Plaintiff filed a motion for class certification, along with an expert report in support.  On June 25, 2020, Defendants filed their opposition to Lead Plaintiff’s motion for class certification, along with an expert report.  On November 29, 2020, the Court granted Lead Plaintiff’s motion for class certification, certifying the case as a class action on behalf of the Class defined in ¶ 30 of the Settlement Notice, and appointing Lead Plaintiff as Class Representative. 

On September 10, 2021, Class Representative filed an unopposed motion for Court approval of its proposed form and manner of providing notice to the Class of the pendency of the class action.  On April 21, 2022, the Court entered an Order granting the motion (“Class Notice Order”).

From May 11, 2022 through July 27, 2022, the Court-approved Notice Administrator, JND Legal Administration mailed 751,520 postcard notices of pendency of the Action as a class action (“Postcard Class Notice”) and 6,176 copies of the longer Class Notice to potential Class Members and nominees.  Pursuant to the Class Notice Order, the Postcard Class Notice and Class Notice provided Class Members with the opportunity to request exclusion from the Class, explained that right, and set forth the deadline and procedures for doing so.  The Postcard Class Notice and Class Notice also informed Class Members that if they chose to remain a member of the Class, they would “be bound by all past, present, and future orders and judgments in the Action, whether favorable or unfavorable” and they “may not pursue a lawsuit on [their] own behalf with regard to any of the issues in the Action in connection with [their] purchase of Celgene common stock.”  The Class Notice further informed Class Members that they might not have the further opportunity to exclude themselves from the Class at the time of any settlement.

The deadline for requesting exclusion from the Class pursuant to the Class Notice was July 11, 2022.  Attached as Appendix A to the Stipulation is a list of the persons and entities who requested exclusion from the Class pursuant to the Class Notice. 

Fact discovery in the Action commenced in March 2020 and concluded in November 2022.  Pursuant to detailed document requests and substantial negotiations, Defendants produced over 4.8 million pages of documents to Class Representative.  Class Representative also produced more than 1,100 pages of documents to Defendants.  Class Representative also served subpoenas on and negotiated document discovery with more than 10 third parties.  In addition, the Parties conducted depositions of 21 fact witnesses, including Individual Defendants and other senior Celgene employees, and 10 expert witnesses.  The Parties also served and responded to interrogatories and requests for admission and exchanged numerous letters concerning disputes between the Parties and with non-parties on discovery issues and litigated multiple discovery disputes concerning the production of responsive documents.

On April 21, 2023, Defendants moved for summary judgment.  The Parties filed over 400 exhibits, and over 300 pages of statements of fact, in connection with the summary judgment motion.  On September 8, 2023, the Court granted in part and denied in part Defendants’ motion for summary judgment.  On October 27, 2023, Defendants moved for partial summary judgment, and the motion was fully briefed on December 8, 2023. 

The Parties participated in a two-day mediation session on June 3 and 5, 2024, which did not result in a settlement.

On July 23, 2024, the Court partially granted Defendants’ partial motion for summary judgment and ordered further briefing as to some issues.  On October 10, 2024, the Court denied the remainder of Defendants’ motion for summary judgment.  On November 15, 2024, Defendants sought leave to file a motion pursuant to Fed. R. Civ. P. 12(c), which was denied on April 30, 2025.  On November 21, 2024, Defendants moved to bifurcate the forthcoming trial by issue, and that motion was denied on May 1, 2025. 

On December 19, 2024, the Court held the final pretrial conference and entered the final pretrial order.  On April 7, 2025, the Parties filed numerous pre-trial motions concerning the admissibility of certain expert testimony and other categories of evidence at trial.  These motions were fully briefed on June 20, 2025. 

On August 25, 2025, the Court granted Class Representative leave to file a “narrow” further amended complaint, and on August 29, 2025, Class Representative filed the Fourth Amended Consolidated Class Action Complaint (the “Complaint”). 

On August 25, 2025, the Court granted Class Representative’s motion to bifurcate the trial into two phases for liability and individual damages. 

On September 10, 2025, the Parties participated in an additional mediation session with former U.S. District Judge Layn Phillips and David Murphy, Esq., both of Phillips ADR Enterprises.  In advance of the mediation, the Parties exchanged comprehensive mediation statements attaching documents produced in discovery.  The mediation did not result in a settlement.  However, the Parties continued settlement discussions that were facilitated by Judge Phillips and Mr. Murphy.

On September 25, 2025, the Parties reached an agreement in principle to settle the Action in return for a cash payment of $239,000,000, subject to the execution of a customary “long form” stipulation and agreement of settlement and related papers.

On November 4, 2025, the Parties entered into the Stipulation and Agreement of Settlement (the “Stipulation”), which sets forth the full terms and conditions of the Settlement.  The Stipulation can be viewed on the Important Documents page of this website. On the same day, Class Representative filed a motion for preliminary approval of the Settlement. On November 24, 2025, Class Counsel filed a supplemental submission in further support of Class Representative’s motion for preliminary approval of the Settlement, attaching evidentiary support and a declaration from Class Representative’s damages expert. 

By Orders dated December 5 and 19, 2025, the Court preliminarily approved the Settlement, authorized notice of the Settlement to be disseminated to potential Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.

If you are a member of the Class, you are subject to the Settlement, unless you previously requested to be excluded from the Class.  The Class was certified by the Court’s Order dated November 25, 2020 and consists of: 

All persons and entities who purchased the common stock of Celgene between April 27, 2017 and April 27, 2018, inclusive, and were damaged thereby 

Excluded from the Class are: (i) Defendants; (ii) any directors and officers of Celgene during the Class Period and members of their Immediate Families; (iii) the subsidiaries, parents and affiliates of Celgene; (iv) any firm, trust, corporation or other entity in which Celgene has or had a controlling interest; and (v) the legal representatives, heirs, successors and assigns of any such excluded party). Also excluded from the Class are (i) all persons and entities who previously requested exclusion from the Class in connection with the mailing of the Class Notice; and (ii) Judge Michael E. Farbiarz, his current or former chambers staff, and any of his family members.  A list of the persons and entities who requested exclusion is available on the Important Documents Page (see exhibit C of the Declaration of Luiggy Segura, dated July 28, 2022).

Please Note:  Receipt of the Postcard Notice or Settlement Notice does not mean that you are a Class Member or that you will be entitled to receive proceeds from the Settlement. 

If you are a Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit a Claim Form and the required supporting documentation as set forth therein postmarked (or submitted online) no later than April 13, 2026. The Claim Form is available (in English and en español) on the 'File a Claim' page of this website. You may submit a claim online or download the form to submit via mail to the Claims Administrator.

The Parties disagree about both liability and damages.  Among other things, Defendants do not agree with the assertion that they violated the federal securities laws or that any damages were suffered by any Class Members as a result of their conduct. Class Representative and Class Counsel believe that the claims asserted against Defendants have merit; nonetheless, there were very significant risks to ongoing litigation, including the risk of an adverse outcome at trial or on appeal.  If Class Representative had proceeded to trial, it would have faced a number of substantial arguments regarding liability and damages from Defendants.  

Defendants would have argued at trial (as they had throughout the litigation) that the alleged misrepresentations at issue were not false or misleading at the time they were made and that Defendants sincerely believed the truth of the statements.  For example, Defendants would argue that Class Representative would be unable to prove scienter on its fraud claim based on the alleged misrepresentation of the sales environment for Otezla because Defendants had a reasonable basis to believe that Otezla’s market share and prescription levels were growing (not static, as Class Representative claimed).  Specifically, Defendant Curran would likely have testified that she honestly believed that her April and July 2017 statements regarding Otezla were true at the time she made them and that her statements were consistent with data and other information reflected in various internal Company documents.

With respect to the Ozanimod statements, Defendants would have argued that these statements were also true when made and that they had a reasonable, good faith belief that the U.S. Food & Drug Association (“FDA”) would accept for filing the December 2017 new drug application for Ozanimod based on the advice the Company received from its consultants—former FDA officials—and on regulatory precedent.  Thus, Defendants would contend that Class Representative could not establish scienter for the alleged Ozanimod misstatements because Defendants had a good faith belief that the application would be approved by the FDA and because the FDA ultimately did approve the drug.  

With respect to damages and loss causation, Defendants had challenged—and would continue to challenge—the damages models developed by Class Representative’s expert, arguing that his measurements of the Class’s damages failed to account for various, non-fraud-related “confounding” events that, when properly accounted for, would substantially reduce the potentially damages.  Had Defendants prevailed on these arguments at trial, the Class’s recovery would have been significantly reduced or eliminated.

In light of these and other risks, the amount of the Settlement, and the immediacy of recovery to the Class, Class Representative and Class Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Class.  The Settlement provides a substantial benefit to the Class, namely $239,000,000 in cash (less the various deductions described in the Settlement Notice), as compared to the risk that the claims in the Action would produce a smaller recovery, or no recovery at all, after further pretrial proceedings, at trial, and on any appeals, possibly years in the future.

Defendants expressly deny that Class Representative has asserted any valid claims as to any of them, and expressly deny any and all allegations of fault, liability, or wrongdoing whatsoever.  Defendants further deny that Class Members were harmed or suffered any damages as a result of the conduct alleged in the Action.  Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation.  Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.

If there were no Settlement and Class Representative failed to establish any essential legal or factual element of its claims against Defendants, neither Class Representative nor the other Class Members would recover anything from Defendants.  Also, if Defendants were successful in proving any of their defenses, either at trial or on appeal, the Class could recover less than the amount provided in the Settlement, or nothing at all.

If you purchased the common stock of Celgene between April 27, 2017 and April 27, 2018, and were damaged thereby, and you are not excluded by definition from the Class, then you are a member of the Class. If you are a member of the Class, you have the right to decide whether to remain a member of the Class.

Excluded from the Class are: (i) Defendants; (ii) any directors and officers of Celgene during the Class Period and members of their Immediate Families; (iii) the subsidiaries, parents and affiliates of Celgene; (iv) any firm, trust, corporation or other entity in which Celgene has or had a controlling interest; and (v) the legal representatives, heirs, successors and assigns of any such excluded party. Also excluded from the Class are (i) all persons and entities who previously requested exclusion from the Class in connection with the mailing of the Class Notice; and (ii) Judge Michael E. Farbiarz, his current or former chambers staff, and any of his family members.

As a Class Member, you are represented by Class Representative and Class Counsel, unless you enter an appearance through counsel of your own choice at your own expense.  You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her appearance on the attorneys listed in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” of the Settlement Notice.

If you are a Class Member and you wish to object to the Settlement, the Plan of Allocation, or Class Counsel’s application for attorneys’ fees and Litigation Expenses, you may present your objections by following the instructions in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” of the Settlement Notice.

If you are a Class Member, you will be bound by any orders issued by the Court.  If the Settlement is approved, the Court will enter a judgment (the “Judgment”).  The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Class Representative and each of the other Class Members, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, assigns, representatives, attorneys, and agents, in their capacities as such, shall be deemed to have, and by operation of law and of the Judgment or the Alternate Judgment, if applicable, shall have fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged each and every Released Plaintiff’s Claim (as defined below) (including, without limitation, Unknown Claims) against Defendants and the other Defendants’ Releasees (as defined below), and shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiff’s Claims directly or indirectly against any of the Defendants and the other Defendants’ Releasees.

“Released Plaintiff’s Claims” means all claims, demands, losses, rights and causes of action of every nature and description whatsoever, that have been or could have been asserted in this Action or could in the future be asserted in any forum, whether known claims or Unknown Claims (defined herein), whether foreign or domestic, whether arising under federal, state, common, or foreign law, whether class or individual in nature, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, by Class Representative or its related parties, or any other Class Member and their related parties, which: (i) arise out of, are based upon, or relate to in any way any of the allegations, acts, transactions, facts, events, matters, occurrences, representations, or omissions involved, set forth, alleged, or referred to, or asserted in the Action, or which could have been alleged in the Action, and (ii) arise out of, are based upon, or relate to in any way the purchase or acquisition of Celgene common stock during the class period alleged in the Second Amended Complaint filed on February 27, 2019 (ECF No. 57) (i.e., January 12, 2015 through April 27, 2018, inclusive).  Released Plaintiff’s Claims do not include: (i) any claims relating to the enforcement of the Settlement; (ii) any derivative or ERISA claims; or (iii) any claims of any person or entity who or which is excluded from the Class. 

“Defendants’ Releasees” means Defendants and Former Defendants, and any and all of their current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, divisions, joint ventures, and partnerships, and each of their respective current or former officers, directors, partners, trustees, trusts, members, contractors, auditors, principals, agents, managing agents, employees, insurers, reinsurers, and attorneys, in their capacities as such, as well as each of the Individual Defendant’s and Former Defendants’ Immediate Family Members, heirs, executors, personal or legal representatives, estates, beneficiaries, predecessors, successors, and assigns.

“Unknown Claims” means any Released Plaintiff’s Claims which either Class Representative or any other Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her, or it, might have affected his, her, or its decision(s) with respect to the Settlement.  With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Class Representative and Defendants shall expressly waive, and each of the other Class Members shall be deemed to have waived, and by operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Class Representatives or other Class Members may hereafter discover facts, legal theories, or authorities in addition to or different from those which any of them now knows or believes to be true with respect to the subject matter of the Released Plaintiff’s Claims, but Class Representative and each Class Member shall be deemed to have settled and released, and upon the Effective Date and by operation of the Judgment have settled and released, fully, finally, and forever, any and all Released Plaintiff’s Claims as applicable, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities.  Class Representative and Defendants acknowledge, and each of the other Class Members shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, assigns, representatives, attorneys, and agents, in their capacities as such, will have fully, finally, and forever compromised, settled, released, resolved, relinquished, waived, and discharged each and every Released Defendants’ Claim (as defined below) (including, without limitation, Unknown Claims) against Class Representative and the other Plaintiff’s Releasees (as defined below), and shall forever be barred and enjoined from prosecuting any or all of the Released Defendants’ Claims directly or indirectly against any of the Plaintiff’s Releasees.

“Released Defendants’ Claims” means any and all claims and causes of action of every nature and description, whether known claims or Unknown Claims, whether arising under federal, state, common, or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against Defendants in the Action.  Released Defendants’ Claims do not include any claims relating to the enforcement of the Settlement.

“Plaintiff’s Releasees” means Class Representative and all other Class Members, and any and all of their respective current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, divisions, joint ventures, and partnerships, and each of their respective current or former officers, directors, partners, trustees, trusts, members, contractors, auditors, principals, agents, managing agents, employees, insurers, reinsurers, and attorneys, in their capacities as such, as well as each of the individual Class Members’ Immediate Family Members, heirs, executors, personal or legal representatives, estates, beneficiaries, predecessors, successors, and assigns.

To be eligible for a payment from the Settlement, you must be a member of the Class and you must timely complete and return the Claim Form with adequate supporting documentation postmarked (if mailed), or submitted online no later than April 13, 2026.  You may submit or obtain a Claim Form from the File A Claim page of this website.  You may also request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at 1-855-648-0893 or by emailing the Claims Administrator at info@CelgeneSecuritiesLitigation.com.  Please retain all records of your ownership of and transactions in Celgene common stock, as they will be needed to document your Claim.  The Parties and Claims Administrator do not have information about your transactions and holdings in Celgene common stock.

If you do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund. 

At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement.

Pursuant to the Settlement, Defendants have agreed to cause $239,000,000 in cash (the “Settlement Amount”) to be paid into an escrow account.  The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.”  If the Settlement is approved by the Court and the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less (a) all federal, state and/or local taxes on any income earned by the Settlement Fund and the reasonable costs incurred in connection with determining the amount of and paying taxes owed by the Settlement Fund (including reasonable expenses of tax attorneys and accountants); (b) the reasonable costs and expenses incurred in connection with providing notices to Class Members and administering the Settlement on behalf of Class Members; (c) any attorneys’ fees and Litigation Expenses awarded by the Court; and (d) any other costs or fees approved by the Court) will be distributed to Class Members who submit valid Claim Forms, in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.

Neither Defendants nor any other person or entity that paid any portion of the Settlement Amount on their behalf are entitled to get back any portion of the Settlement Fund once the Court’s order or judgment approving the Settlement becomes Final.  Defendants shall not have any liability, obligation, or responsibility for the administration of the Settlement, the disbursement of the Net Settlement Fund, or the plan of allocation. 

Approval of the Settlement is independent from approval of a plan of allocation.  Any determination with respect to a plan of allocation will not affect the Settlement, if approved. 

Unless the Court otherwise orders, any Class Member who fails to submit a Claim Form postmarked (or submitted online) on or before April 13, 2026 shall be fully and forever barred from receiving payments pursuant to the Settlement but will in all other respects remain a Class Member and be subject to the provisions of the Stipulation, including the terms of any Judgment entered and the releases given.  This means that each Class Member releases the Released Plaintiff’s Claims (as defined in ¶ 41 of the Settlement Notice) against the Defendants and other Defendants’ Releasees (as defined in ¶ 42 of the Settlement Notice) and will be barred and enjoined from prosecuting any or all of the Released Plaintiff’s Claims directly or indirectly against any of the Defendants and the other Defendants’ Releasees whether or not such Class Member submits a Claim Form.

Participants in and beneficiaries of any employee retirement and/or benefit plan covered by ERISA (“ERISA Plan”) should NOT include any information relating to shares of Celgene common stock purchased or held through the ERISA Plan in any Claim Form they submit in this Action.  They should include ONLY shares of Celgene common stock purchased or held outside of an ERISA Plan.  Claims based on any ERISA Plan’s purchases or holdings of Celgene common stock may be made by the plan’s trustees.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the claim of any Class Member. 

Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her or its Claim Form.

Only Class Members or persons authorized to submit a claim on their behalf will be eligible to share in the distribution of the Net Settlement Fund.  Persons and entities that are excluded from the Class by definition or that previously excluded themselves from the Class pursuant to request will not be eligible to receive a distribution from the Net Settlement Fund and should not submit Claim Forms.

Appendix A to the Settlement Notice sets forth the Plan of Allocation for allocating the Net Settlement Fund among Authorized Claimants, as proposed by Class Representative.  At the Settlement Hearing, Class Representative will request that the Court approve the Plan of Allocation.  The Court may modify the Plan of Allocation, or approve a different plan of allocation, without further notice to the Class.

Plaintiff’s Counsel, which have been prosecuting the Action on a wholly contingent basis for more than seven years, have not received any payment for their services in pursuing claims against the Defendants on behalf of the Class, nor have Plaintiff’s Counsel been reimbursed for their out-of-pocket expenses.  Before final approval of the Settlement, Class Counsel, Kessler Topaz Meltzer & Check, LLP, will apply to the Court for an award of attorneys’ fees for all Plaintiffs’ Counsel in an amount not to exceed 22.2% of the Settlement Fund.  At the same time, Class Counsel also intends to apply for payment of Litigation Expenses in an amount not to exceed $5.75 million, which may include an application for reimbursement of the reasonable costs and expenses incurred by Class Representative directly related to its representation of the Class, pursuant to the PSLRA. 

Class Counsel’s motion for attorneys’ fees and Litigation Expenses will be filed by March 30, 2026.  A copy of Class Counsel’s motion will be available for review on the Important Documents page of this website.  The Court will determine the amount of any award of attorneys’ fees or Litigation Expenses.  Such sums as may be approved by the Court will be paid from the Settlement Fund.  Class Members are not personally liable for any such fees or expenses.

Class Members do not need to attend the Settlement Hearing.  The Court will consider any submission even if a Class Member does not attend the hearing.  You can participate in the Settlement without attending the Settlement Hearing. 

Please Note:  The date and time of the Settlement Hearing may change without further written notice to Class Members.  The Court may decide to allow Class Members to appear at the hearing by phone, without further written notice to the Class.  In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members may participate by phone or video, it is important that you monitor the Court’s docket and this website, before making any plans to attend the Settlement Hearing.  Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to this website.  If the Court allows Class Members to participate in the Settlement Hearing by telephone or video conference, the information for accessing the telephone or video conference will be posted to this website.

The Settlement Hearing will be held on May 4, 2026 at 9:00 a.m., before the Honorable Michael E. Farbiarz of the United States District Court for the District of New Jersey, either in person in Courtroom 4 of the Frank Lautenberg Post Office & U.S. Courthouse, 2 Federal Square, Newark, NJ 07102, or by telephone or videoconference, in the discretion of the Court.  At the Settlement Hearing, the Court will consider: (a) whether the proposed Settlement is fair, reasonable, and adequate to the Class, and should be finally approved; (b) whether a Judgment substantially in the form attached as Exhibit B to the Stipulation should be entered dismissing the Action with prejudice against Defendants; (c) whether the proposed Plan of Allocation for the proceeds of the Settlement is fair and reasonable and should be approved; (d) whether the motion by Class Counsel for attorneys’ fees and Litigation Expenses should be approved; and (e) other matters that may properly be brought before the Court in connection with the Settlement.  The Court reserves the right to approve the Settlement, the Plan of Allocation, Class Counsel’s motion for attorneys’ fees and Litigation Expenses, and/or any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Class.

Any Class Member may object to the Settlement, the proposed Plan of Allocation, or Class Counsel’s motion for attorneys’ fees and Litigation Expenses.  Objections must be in writing.  You may file any written objection, together with copies of all other papers and briefs supporting the objection, electronically with the Court or by letter mailed to the Clerk’s Office at the United States District Court for the District of New Jersey, at the address set forth below on or before April 23, 2026 at 5:00 p.m.  If you submit your objection directly to the Court, you must also send the objections and supporting papers to Class Counsel and Defendants’ Counsel at the addresses set forth below (either by U.S. mail or email) so that the papers are received on or before April 23, 2026 at 5:00 p.m. You can also send an objection by email to Class Counsel and Defendants’ Counsel at the email addresses set forth below or to the case-dedicated email address, info@CelgeneSecuritiesLitigation.com on or before April 23, 2026 at 5:00 p.m.

Clerk’s Office
United States District Court
District of New Jersey
Clerk of the Court
Martin Luther King Building
& U.S. Courthouse
50 Walnut Street Room 4015
Newark, NJ 07101

Class Counsel
KESSLER TOPAZ
MELTZER & CHECK, LLP
Matthew L. Mustokoff
280 King of Prussia Road
Radnor, PA 19087

or

info@ktmc.com

Defendants’ Counsel
LATHAM & WATKINS LLP
Kevin M. McDonough
1271 Avenue of the Americas
New York, NY 10020

or

kevin.mcdonough@lw.com

Any objection must include:  (a) the name of this proceeding, In re Celgene Corporation Securities Litigation, Case No. 2:18-cv-04772 (MEF) (JBC); (b) the objector’s full name, current address, email address (if applicable), and telephone number; (c) the objector’s signature; (d) a statement providing the specific reasons for the objection, including a detailed statement of the specific legal and factual basis for each and every objection and whether the objection applies only to the objector, to a specific subset of the Class, or to the entire Class; and (e) documents sufficient to prove membership in the Class, including documents showing the number of shares of Celgene common stock that the objecting Class Member purchased/acquired and/or sold during the Class Period, as well as the dates, number of shares, and prices of each such purchase/acquisition and sale.  The documentation establishing membership in the Class may consist of copies of account statements, transaction reports or confirmations, or any other authorized statements prepared by your broker, financial advisor, online trading platform, or other financial institution through which you purchased or held your shares of Celgene common stock.  

You may not object to the Settlement, the Plan of Allocation, or Class Counsel’s motion for attorneys’ fees and Litigation Expenses if you are excluded from the Class (including if you excluded yourself by request in connection with the Class Notice and are listed in Appendix 1 to the Stipulation).

You may file a written objection without having to appear at the Settlement Hearing.  You may not, however, appear at the Settlement Hearing to present your objection unless you first file and serve a written objection, unless the Court orders otherwise.

If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or Class Counsel’s motion for attorneys’ fees and Litigation Expenses, and if you timely submit a written objection, you must also file a notice of appearance with the Clerk’s Office so that it is received on or before April 23, 2026 at 5:00 p.m.  Such persons may be heard orally at the discretion of the Court.  Objectors who enter an appearance and desire to present evidence at the Settlement Hearing in support of their objection must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and any exhibits they intend to introduce into evidence at the hearing.

You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing.  However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court so that the notice is received on or before April 23, 2026 at 5:00 p.m.

The Settlement Hearing may be adjourned by the Court without further written notice to the Class, other than a posting of the adjournment on this case website.  If you plan to attend the Settlement Hearing, you should confirm the date and time with Class Counsel.

Unless the Court orders otherwise, any Class Member who does not object in the manner described in the Settlement Notice will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation or Class Counsel’s motion for attorneys’ fees and Litigation Expenses.  Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

PLEASE NOTE: As this Class was previously certified and, in connection with class certification, Class Members had the opportunity to request exclusion from the Class, the Court has exercised its discretion not to allow a second opportunity to request exclusion in connection with the Settlement proceedings.

In connection with the previously disseminated Class Notice, Nominees were advised that if they purchased or otherwise acquired Celgene common stock during the Class Period (April 27, 2017 through April 27, 2018, inclusive) for the beneficial interest of persons or entities other than themselves. they must either (a) provide a list of the names, addresses, and, if available, email addresses of all such beneficial owners (“owners”) to JND Legal Administration (“JND”); or (b) request from JND sufficient copies of the Postcard Class Notice to forward to all such owners for whom email addresses were not available, and then forward those Postcard Class Notices to all such owners.

If you previously provided the names and addresses of such owners identified above in connection with the Class Notice, and (i) those names and addresses remain current and (ii) you have no additional names and addresses for potential Class Members to provide to the Claims Administrator, you need do nothing further at this time.  The Claims Administrator will mail the Postcard Notice of the Settlement (“Postcard Notice”) to the owners whose names and addresses were previously provided in connection with the Class Notice mailing.  

If you elected to mail or email the Class Notice directly to owners, you were advised that you must retain the mailing records for use in connection with any further notices that may be provided in the Action.  If you elected this option, the Claims Administrator will forward the same number of Postcard Notices to you to send to the owners, and you must mail and/or email the Postcard Notices to those owners by no later than seven (7) calendar days after receipt of the Settlement Notice Packets.  If you require more copies of the Postcard Notice than you previously requested in connection with the Class Notice mailing, please contact the Claims Administrator, JND, toll-free at 1 855-648-0893, and let them know how many notices you require. 

If you have not already provided the names and addresses for all persons and entities on whose behalf you purchased or acquired Celgene common stock from April 27, 2017 through April 27, 2018; or if you have additional names or updated or changed information, then the Court has ordered that you must, WITHIN SEVEN (7) CALENDAR DAYS OF YOUR RECEIPT OF THIS SETTLEMENT NOTICE, either: (i) send a list of the names, addresses, and, if available, email addresses of such owners to the Claims Administrator at Celgene Corporation Securities Litigation, c/o JND Legal Administration, P.O. Box 91422, Seattle, WA 98111, in which event the Claims Administrator shall promptly mail Postcard Notice to such owners, or (ii) request from JND sufficient copies of the Postcard Notice to forward to all such owners, and mail or email the Postcard Notice to the owners within seven (7) calendar days of receipt.  AS STATED ABOVE, IF YOU HAVE ALREADY PROVIDED THIS INFORMATION IN CONNECTION WITH THE CLASS NOTICE, UNLESS THAT INFORMATION HAS CHANGED (E.G., OWNER HAS CHANGED ADDRESS), IT IS UNNECESSARY TO PROVIDE SUCH INFORMATION AGAIN. 

Upon full and timely compliance with these directions, nominees may seek reimbursement of their reasonable expenses actually incurred by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought.  Reasonable expenses shall not exceed $0.05 plus postage at the pre-sort rate used by the Claims Administrator per Postcard Notice mailed; $0.05 per Postcard Notice emailed; or $0.05 per mailing record provided to the Claims Administrator.  Such properly documented expenses incurred by Nominees in compliance with these directions shall be paid from the Settlement Fund, with any disputes as to the reasonableness or documentation of expenses incurred subject to review by the Court. 

The Settlement Notice contains only a summary of the terms of the proposed Settlement.  For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be reviewed by accessing the Court docket in this case through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.njd.uscourts.gov, or by visiting the office of the Clerk of the Court for the United States District Court for the District of New Jersey, Martin Luther King Building & U.S. Courthouse, 50 Walnut Street Room 4015, Newark, NJ 07101.  Additionally, copies of the Stipulation and any related orders entered by the Court will be posted on this website.

            All inquiries concerning the Settlement Notice and the Claim Form should be directed to:

Celgene Corporation Securities Litigation
c/o JND Legal Administration
P.O. Box 91422
Seattle, WA 98111
(855) 648-0893
info@CelgeneSecuritiesLitigation.com

and/or

KESSLER TOPAZ MELTZER
& CHECK, LLP
Matthew L. Mustokoff
280 King of Prussia Road
Radnor, PA 19087
(610) 667-7706
info@ktmc.com

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF THE COURT, DEFENDANTS OR THEIR COUNSEL REGARDING THE NOTICE.