UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 3, 2004
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16132 22-2711928
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
7 Powder Horn Drive, Warren, New Jersey 07059
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 271-1001
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
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|_| Written communications pursuant to Rule 425 under the Securities Act (17
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|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
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Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO AN AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT
On December 3, 2004, an indirect wholly-owned subsidiary of Celgene Corporation
("Celgene"), Celgene UK Manufacturing II, Limited ("CUK"), entered into an
amendment to a Product Supply Agreement among CUK, Pharmion GmbH and Pharmion
Corporation (the latter two entities, "Pharmion"). The amendment provides for a
one-time payment of $77 million by Pharmion to CUK in return for a reduction in
Pharmion's purchase price for purchases of thalidomide from CUK. At the same
time, Celgene and Pharmion entered into agreements that (i) extend, from 2005 to
2007, their existing thalidomide research and development agreement and provide
for aggregate payments of $8 million by Pharmion to Celgene over the next three
years to support such ongoing thalidomide development activities; and (ii) amend
their Thalomid(R) License Agreement to provide Pharmion with additional
territories and eliminate certain termination rights of Celgene relating to
obtaining marketing approval in Europe, for an aggregate $3 million. A copy of
the joint press release issued by the parties on December 3, 2004 relating to
these amendments is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Joint press release issued by Celgene Corporation, Pharmion GmbH
and Pharmion Corporation, dated December 3, 2004
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CELGENE CORPORATION
Date: December 7, 2004 By: /s/ Robert J. Hugin
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Name: Robert J. Hugin
Title: Senior Vice President and
Chief Financial Officer