Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases through next-generation solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. For more information, please visit www.celgene.com. Follow Celgene on Social Media: @Celgene, Pinterest, LinkedIn, Facebook and YouTube.
Our operating results may be subject to significant fluctuations.
Our future commercial success depends on gaining regulatory approval for products in development, and obtaining approvals for our current products for additional indications.
If we fail to comply with laws or government regulations or policies our business could be adversely affected.
Sales of our products will be significantly reduced if access to and reimbursement for our products by governmental and other third-party payers are reduced or terminated.
Federal and state legislation may affect our pricing policies and government reimbursement of our products which may adversely impact our revenues and profitability.
Our ability to sell our products to hospitals in the United States depends in part on our relationships with group purchasing organizations.
Our products may face competition from lower cost generic or follow-on products.
Certain novel approaches to the treatment of diseases, such as chimeric antigen receptor (CAR) T cell therapy, may present significant challenges and risks for us.
Our business operates in an extremely competitive environment.
A decline in general economic conditions would adversely affect our results of operations.
We may be required to modify our business practices, pay fines and significant expenses or experience other losses due to governmental investigations or other enforcement activities.
The development of new biopharmaceutical products involves a lengthy and complex process and we may be unable to commercialize any of the products we are currently developing.
Disruptions of our manufacturing and distribution operations could significantly interrupt our production and distribution capabilities.
The consolidation of drug wholesalers and other wholesaler actions could increase competitive and pricing pressures.
Risks from the improper conduct of employees, agents, contractors or collaborators could adversely affect our business or reputation.
We are subject to a variety of risks related to the conduct and expansion of our business internationally, particularly in emerging markets.
We may not realize the anticipated benefits of acquisitions and strategic initiatives.
We may not be able to continue to attract and retain highly qualified managerial, scientific, manufacturing and commercial talent.
Risks associated with using hazardous materials in our business could subject us to significant liability.
We are subject to various legal proceedings, claims and investigative demands in the ordinary course of our business, the ultimate outcome of which may result in significant expense, payments and penalties.
Product liability claims could adversely affect our business, results of operations and financial condition.
Changes in our effective income tax rate could adversely affect our results of operations.
Currency fluctuations and changes in exchange rates could adversely affect our revenue growth, increase our costs and cause our profitability to decline.
We may experience an adverse market reaction if we are unable to meet our financial reporting obligations.
Impairment charges or write downs in our books and changes in accounting standards could have a significant adverse effect on our results of operations and financial condition.
The price of our common stock may fluctuate significantly.
Our business would be adversely affected if we are unable to service our debt obligations.
A breakdown or breach of our information technology systems and cyber security efforts could subject us to liability, reputational damage or interrupt the operation of our business.
The illegal distribution and sale by third parties of counterfeit versions of our products or stolen products could have a negative impact on our reputation and business.
We have certain charter and by-law provisions that may deter a third party from acquiring us and may impede the stockholders’ ability to remove and replace our management or board of directors.
In addition to the risks relating to our common stock, holders of our CVRs are subject to additional risks.
While the merger is pending, we are subject to business uncertainties and contractual restrictions that could materially adversely affect our operating results, financial position and/or cash flows or result in a loss of employees, customers, collaborators or suppliers.
Lawsuits have been filed against us and Bristol-Myers Squibb and other lawsuits may be filed against us and/or Bristol-Myers Squibb challenging the transactions contemplated by the merger agreement. An adverse ruling in any such lawsuit may delay or prevent the proposed acquisition from being completed.
We may have difficulty attracting, motivating and retaining executives and other key employees in light of the merger.