Issuer Free Writing Prospectus

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-169731

August 6, 2012


Celgene Corporation

Pricing Term Sheet

August 6, 2012

1.900% Senior Notes due 2017

3.250% Senior Notes due 2022



   Celgene Corporation

Expected Ratings (Moody’s / S&P)*:


Type of Transaction:

   SEC Registered

Trade Date:

   August 6, 2012

Expected Settlement Date:

   August 9, 2012 (T+3)

Joint Book-Running Managers:


J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith


Morgan Stanley & Co. LLC



1.900% Senior Notes due 2017

3.250% Senior Notes due 2022



2017 Notes: $500,000,000

2022 Notes: $1,000,000,000

Maturity Date:


2017 Notes: August 15, 2017

2022 Notes: August 15, 2022

Coupon (Interest Rate):


2017 Notes: 1.900% per annum

2022 Notes: 3.250% per annum

Price to Public:


2017 Notes: 99.786%

2022 Notes: 99.949%

Yield to Maturity:


2017 Notes: 1.945%

2022 Notes: 3.256%

Spread to Benchmark Treasury:


2017 Notes: + 130 basis points

2022 Notes: + 170 basis points

Benchmark Treasury:


2017 Notes: 0.500% due July 31, 2017

2022 Notes: 1.750% due May 15, 2022

Benchmark Treasury Yield:


2017 Notes: 0.645%

2022 Notes: 1.556%

Interest Payment Dates:

   February 15 and August 15, commencing February 15, 2013

Optional Redemption


2017 Notes: T + 20 basis points at any time

2022 Notes: T + 25 basis points at any time



2017 Notes: 151020 AG9 / US151020AG90

2022 Notes: 151020 AH7 / US151020AH73

*Note: A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time. Each of the security ratings above should be evaluated independently of any other security rating.

The issuer has filed a registration statement (including a prospectus and prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement and other documents the issuer has filed with the SEC and incorporated by reference in the prospectus and prospectus supplement for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, J.P. Morgan Securities LLC collect at 1-212-834-4533 or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.

This pricing term sheet supplements the preliminary form of prospectus supplement issued by Celgene Corporation on August 6, 2012 relating to its prospectus dated October 4, 2010.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.