In re Celgene Corporation Securities Litigation

This is a securities fraud class action (the “Action”) asserting claims on behalf of all persons and entities who purchased or otherwise acquired Celgene Corporation (“Celgene” or the “Company”) common stock between April 27, 2017 and April 27, 2018, inclusive (the “Class Period”), against Celgene and certain of its senior executives (collectively, “Defendants”).

Lead Plaintiffs Has Reached a Proposed Settlement of the Action for $239 Million

Lead Plaintiff AMF Tjänstepension AB, on behalf of itself and the Class, has reached a proposed settlement of the Action for $239,000,000 in cash that, if approved, will resolve the Action (the “Settlement”).

If you are a member of the Class, your rights will be affected and you may be eligible for a payment from the Settlement. The Class consists of:

all persons and entities who purchased the common stock of Celgene between April 27, 2017 and April 27, 2018, inclusive (“Class Period”), and were damaged thereby.

Certain persons and entities are excluded from the Class by definition (see paragraph 23 of the Settlement Notice). Also excluded from the Class are the persons and entities who submitted a valid and timely request for exclusion from the Class in connection with the mailing of the Class Notice. A list of the persons and entities who requested exclusion is available at www.CelgeneSecuritiesLitigation.com.

Please read the Settlement Notice to fully understand your rights and options. Copies of the Settlement Notice and Claim Form can be found in the Case Documents list on the right of this page. You may also visit the case website, www.CelgeneSecuritiesLitigation.com, for more information about the Settlement.

To be eligible to receive a payment under the proposed Settlement, you must submit a Claim Form postmarked (if mailed) or submitted on-line by no later than April 13, 2026.

Payments to eligible claimants will be made only if the Court approves the Settlement and a plan of allocation, and only after any appeals are resolved, and after the completion of all claims processing. Please be patient, as this process will take some time to complete.

IMPORTANT DATES AND DEADLINES

April 13, 2026	Claim Filing Deadline. Claim Forms must be postmarked (if mailed) or submitted on-line no later than April 13, 2026.
April 23, 2026	Objection Deadline. Any objections to the proposed Settlement, the proposed Plan of Allocation, or the motion for attorneys’ fees and expenses, must be submitted so they are received no later than April 23, 2026 at 5:00 p.m., in accordance with the instructions in the Settlement Notice.
May 4, 2026 at 9:00 a.m.	Settlement Hearing. 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. The Settlement Hearing will be held to consider, among other things, whether the proposed Settlement is fair, reasonable, and adequate and should be approved; whether the proposed Plan of Allocation is fair and reasonable and should be approved; and whether Lead Counsel’s motion for attorneys’ fees and expenses should be approved.

Background and History of the Litigation

Celgene is a global biopharmaceutical company that specializes in the discovery, development and commercialization of therapies for the treatment of cancer and inflammatory diseases. The action arises from allegations that the Defendants concealed material information and made false and misleading statements concerning certain of its key products, including a late-stage developmental treatment for Crohn's disease, GED-0301, Otezla, and Ozanimod.

In particular, Lead Plaintiff alleged that the Defendants failed to disclose that GED-0301 had not shown meaningful efficacy through an interim endoscopy trial, and that one of its phase III trials had a materially greater likelihood of failure than publicly disclosed. Company executives claimed that GED-0301 continued to show transformative promise, that the Company's guidance would be met or exceeded, and that Celgene would be able to develop the revenue streams necessary to continue the Company's growth. Lead Plaintiff also alleged that Defendants misled investors as to the likelihood that their forthcoming blockbuster product, Ozanimod, would be approved by the FDA, while Defendants knew that their testing of Ozanimod was insufficient, and that Defendants misled investors as to the financial success of Otezla.

On October 19, 2017, the Company revealed that it would be abandoning its GED-0301 program and discontinuing ongoing trials and would record a $1.6 billion impairment charge as a result of the drug's failure. On this news, the price of Celgene stock fell $14.63 per share to close at $121.33 per share on October 20, 2017, a one-day decline of nearly 11%. Then, on October 26, 2017, Celgene released its third quarter 2017 results. The Company once again surprised investors by revealing that certain key drugs had missed expectations for the quarter. In the wake of these shocking disclosures, Defendants sought to reassure investors about the Company's product pipeline. On February 27, 2018, Celgene revealed that that the FDA had issued a Refusal to File letter for Ozanimod. On this news, the price of Celgene stock dropped 9%, or $8.66 per share, to close at $87.12 per share on February 28, 2018.

Lead Plaintiff alleged that, as a result of Defendants' wrongful acts and omissions, Lead Plaintiff and the Class purchased Celgene common stock at artificially inflated prices.

The Court-appointed Lead Plaintiff filed the Amended Complaint on December 10, 2018.

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 above and in ¶ 23 of the Settlement Notice, and appointing Lead Plaintiff as Class Representative.

Fact discovery 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 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.

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. 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. On November 4, 2025, the Parties entered into the Stipulation and Agreement of Settlement, which sets forth the full terms and conditions of the Settlement.

By Order dated December 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.