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COMMON STOCK, $0.001 PAR VALUE
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756207106
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(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$7,561,571,592.00
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| | | $ | 878,654.62 | | | | ||
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Amount Previously Paid:
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| | n/a | | | | | |
Filing Party:
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| | n/a | |
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Form of Registration No.:
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| | n/a | | | | | | Date Filed: | | | n/a | |
| (a)(1) | | | The information set forth in Sections 9, 10 and 11 — “Certain Information Concerning Purchaser and Celgene,” “Background of Offer; Contacts with Receptos” and “Purpose of the Offer and Plans for Receptos; Merger Agreement and Other Agreements” of the Offer to Purchase is incorporated herein by reference. | |
| (a)(2), (3) | | | The information set forth in Sections 11, 13 and 15 — “Purpose of the Offer and Plans for Receptos; Merger Agreement and Other Agreements,” “Conditions of the Offer” and “Certain Legal Matters” of the Offer to Purchase is incorporated herein by reference. | |
| (a)(4) | | | Not applicable. | |
| (a)(5) | | | The information set forth in Section 15 — “Certain Legal Matters” of the Offer to Purchase is incorporated herein by reference. | |
| (c) | | | The information set forth in the Offer to Purchase is incorporated herein by reference. | |
| (a)(1)(A) | | | Offer to Purchase, dated July 28, 2015 | |
| (a)(1)(B) | | | Form of Letter of Transmittal (including Internal Revenue Service Form W-9, including instructions for completing the form) | |
| (a)(1)(C) | | | Form of Notice of Guaranteed Delivery | |
| (a)(1)(D) | | | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(1)(E) | | | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(5)(A) | | | Investor Presentation presented on Celgene Investor Conference Call on July 14, 2015(1) | |
| (a)(5)(B) | | | Joint Press Release issued by Celgene and Receptos on July 14, 2015(2) | |
| (a)(5)(C) | | | Transcript of Investor Conference Call with Investors of Celgene held on July 14, 2015(3) | |
| (a)(5)(D) | | |
Summary Newspaper Advertisement as published in The New York Times on July 28, 2015
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| (a)(5)(E) | | | Press Release issued by Celgene on July 28, 2015 | |
| (b) | | | Commitment Letter, dated as of July 14, 2015, by and among Celgene, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC(4) | |
| (d)(1) | | | Agreement and Plan of Merger, dated as of July 14, 2015, by and among Purchaser, Celgene and Receptos(5) | |
| (d)(2) | | | Tender and Support Agreement, dated as of July 14, 2015, by and among Purchaser, Celgene and certain stockholders of Receptos(6) | |
| (d)(3) | | | Nondisclosure Agreement, dated as of August 28, 2013, as amended August 28, 2014 and March 6, 2015, by and between Celgene and Receptos | |
| (g) | | | Not applicable | |
| (h) | | | Not applicable | |
| CELGENE CORPORATION | | |||
| By: | | | /s/ Peter N. Kellogg | |
| | | | Peter N. Kellogg Executive Vice President and Chief Financial Officer |
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| STRIX CORPORATION | | |||
| By: | | | /s/ Peter N. Kellogg | |
| | | | Peter N. Kellogg Chief Financial Officer |
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| (a)(1)(A) | | | Offer to Purchase, dated July 28, 2015 | |
| (a)(1)(B) | | | Form of Letter of Transmittal (including Internal Revenue Service Form W-9, including instructions for completing the form) | |
| (a)(1)(C) | | | Form of Notice of Guaranteed Delivery | |
| (a)(1)(D) | | | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(1)(E) | | | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(5)(A) | | | Investor Presentation presented on Celgene Investor Conference Call on July 14, 2015(1) | |
| (a)(5)(B) | | | Joint Press Release issued by Celgene and Receptos on July 14, 2015(2) | |
| (a)(5)(C) | | | Transcript of Investor Conference Call with Investors of Celgene held on July 14, 2015(3) | |
| (a)(5)(D) | | |
Summary Newspaper Advertisement as published in The New York Times on July 28, 2015
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| (a)(5)(E) | | | Press Release issued by Celgene on July 28, 2015 | |
| (b) | | | Commitment Letter, dated as of July 14, 2015, by and among Celgene, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC(4) | |
| (d)(1) | | | Agreement and Plan of Merger, dated as of July 14, 2015, by and among Purchaser, Celgene and Receptos(5) | |
| (d)(2) | | | Tender and Support Agreement, dated as of July 14, 2015, by and among Purchaser, Celgene and certain stockholders of Receptos(6) | |
| (d)(3) | | | Nondisclosure Agreement, dated as of August 28, 2013, as amended August 28, 2014 and March 6, 2015, by and between Celgene and Receptos | |
| (g) | | | Not applicable | |
| (h) | | | Not applicable | |