EXHIBIT 99.1
SIGNAL PHARMACEUTICALS, INC.
5555 OBERLIN DRIVE
SAN DIEGO, CALIFORNIA 92121
PROXY
The undersigned hereby appoints Alan J. Lewis, Ph.D. and Bradley B. Gordon
and each of them, as the attorneys and proxies of the undersigned, with power of
substitution, to vote all shares of the stock of Signal Pharmaceuticals, Inc., a
California corporation (the "Company"), which the undersigned is entitled to
vote at the Special Meeting of Shareholders of the Company to be held at the
offices of the Company, 5555 Oberlin Drive, San Diego California, on , 2000 at
9:00 a.m., and at any continuation or adjournment thereof, with the same force
and effect as the undersigned might or could do if personally present thereat,
as set forth below and in their discretion upon any other business that may
properly come before the meeting.
1. To approve and adopt the Agreement and Plan of Merger, dated June 29,
2000, by and among Celgene Corporation, a Delaware corporation ("Celgene"),
Celgene Acquisition Corp., a California corporation and wholly-owned subsidiary
of Celgene, and the Company (the "Merger Agreement") and to approve the
principal terms of the merger described in the Merger Agreement, all as more
fully described in the proxy statement/prospectus dated , 2000 (check one box).
[ ] For [ ] Against [ ] Abstain
2. To approve the conversion of all outstanding shares of the Company's
preferred stock into shares of the Company's common stock immediately prior to
the merger contemplated by the Merger Agreement, as more fully described in the
proxy statement/prospectus dated , 2000 (check one box).
[ ] For [ ] Against [ ] Abstain
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE
HEREIN. IF NO SPECIFICATION IS MADE AS TO ANY INDIVIDUAL ITEM HEREIN, IT IS
INTENDED THAT SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE PROPOSALS
SPECIFIED HEREIN.
Both of said attorneys and proxies or their substitutes as shall be present
and act at the meeting, or if only one be present and act then that one shall
have and may exercise all of the powers of both of said attorneys and proxies
hereunder.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders to be held on , 2000 and the accompanying proxy
statement/prospectus.
WITNESS the signature of the undersigned this day of , 2000.
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Printed name of shareholder
Signature(s)
Title, if applicable
Date
NUMBER OF SHARES HELD:
Common Stock
Series A Preferred Stock
Series B Preferred Stock
Series C Preferred Stock
Series D Preferred Stock
Series E Preferred Stock
Series F Preferred Stock
Series F-1 Preferred Stock
