Exhibit 10.5
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL
INDENTURE (this “ Supplemental Indenture
”), dated as of May 9, 2008, between Celgene
Corporation, a Delaware corporation (the “
Company ”), and The Bank of New York, as
trustee under the Indenture referred to below (the “
Trustee ”).
W I T
N E S S E T H
WHEREAS
, the Company has heretofore executed and delivered to the Trustee
an indenture (as amended, supplemented or otherwise modified, the
“ Indenture ”), dated as of June 3,
2003, providing for the issuance of $400,000,000 principal amount
of the Company’s 1 3 / 4 % Convertible Notes due 2008 (the “
Notes ”); and
WHEREAS
, pursuant to Section 2.03 of the Indenture, the interest due
on June 1, 2008 (the “ 2008 Interest Payment
Date ”) is payable to the persons in whose name any
Note is registered on the Note Register at the close of business on
May 15, 2008 (the “ 2008 Record Date
”); and
WHEREAS
, pursuant to Section 16.01 of the Indenture, the holder of
any Note may, at such holder’s option, convert the principal
amount of such Note, or any portion of such principal amount which
is a multiple of $1,000, into fully paid and non-assessable shares
of Common Stock at any time prior to the close of business on
June 1, 2008, the date that is the maturity date of the Notes;
and
WHEREAS
, pursuant to Section 16.02(c) of the Indenture, any Note or
portion thereof surrendered for conversion during the period from
the close of business on the 2008 Record Date to the close of
business on the Business Day (as that term is defined in the
Indenture) preceding the 2008 Interest Payment Date, i.e.,
May 30, 2008 (the “ Section 16.02
Period ”) shall be accompanied by payment, in
immediately available funds or other funds acceptable to the
Company, of an amount equal to the interest otherwise payable on
such interest payment date on the principal amount being converted
(the “ Interest Amount ”); and
WHEREAS
, because June 1, 2008, the date that is the 2008 Interest
Payment Date and the maturity date of the Notes, is not a Business
Day, a holder of any Note cannot effect conversion of such Note
after the Section 16.02 Period and prior to the close of
business on the maturity date of the Notes in accordance with the
requirements set forth in Section 16.02 of the Indenture, and
thereby avoid the requirement to pay the Interest Amount upon such
conversion; and
