SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CELGENE CORP /DE/

(Last) (First) (Middle)
86 MORRIS AVENUE

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Abraxis BioScience, Inc. [ ABII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1)(2) 10/15/2010 P 40,735,300(3) A (4) 100(5) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CELGENE CORP /DE/

(Last) (First) (Middle)
86 MORRIS AVENUE

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Artistry Acquisition Corp.

(Last) (First) (Middle)
86 MORRIS AVENUE

(Street)
SUMMIT NJ 07901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This form is a joint filing by Celgene Corporation, a Delaware corporation ("Parent") and Artistry Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub").
2. This Form 4 relates to shares of common stock, par value $0.001 per share (the "Shares"), of Abraxis BioScience, Inc., a Delaware corporation ("Abraxis").
3. Amount includes all the Shares acquired pursuant to the Agreement and Plan of Merger, dated as of June 30, 2010 (the "Merger Agreement"), by and among Parent, Merger Sub and Abraxis. Merger Sub was merged with and into Abraxis with Abraxis surviving the merger as a wholly-owned subsidiary of Parent (the "Merger") upon the terms and subject to the conditions of the Merger Agreement. At the effective time of the Merger, all Shares were cancelled and ceased to exist.
4. Abraxis stockholders received, for each Share that they owned: (a) $58.00 in cash, without interest, (b) 0.2617 of a share of common stock of Parent, and (c) one contingent value right issued by Parent.
5. Prior to the Merger, Parent held 100 shares of the common stock, par value $0.001 per share, of Merger Sub (the "Merger Sub Shares"), which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, each Merger Sub Share was converted into one share of common stock, par value $0.001 per share, of Abraxis, as the surviving corporation of the Merger, and as a result Parent acquired 100% of the equity interest of Abraxis.
Celgene Corporation /s/ Robert J. Hugin 10/18/2010
Artistry Acquisition Corp. /s/ Andre Van Hoek 10/18/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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