U.S. 2nd Circuit Appellate Revival Appeal 24-2865 / August 13, 2026 / Celgene CVRs

BMS CVR Litigation & Milestone Timeline Analyzer

Compare dated milestone context and hypothetical recovery assumptions. The appeal concerns trustee standing and capacity, not a breach verdict.

Assumed Units × Face Value
$6,435,000,000
Scenario count: 715M units × $9.00; not verified outstanding holdings
Milestone Delay Incurred
36 Days
Dec 31, 2020 target ➔ Feb 5, 2021 actual
Scenario Weighted Value / Unit
$4.05
Arithmetic from assumed probability and outcome
Scenario Aggregate Value
$2,895,750,000
Uses assumed 9% annual simple interest; no award established
📅 Multi-Track FDA Regulatory Timeline
Timeline shows dated context; scrubber changes the label only
Dec 31, 2020 (Deadline Missed)
Milestone Clause Condition: All 3 drugs required timely FDA approval: (1) Ozanimod (Approved Mar 2020), (2) Ide-cel/Abecma (Approved Mar 2021 before Mar 31 deadline), and (3) Liso-cel/Breyanzi (Target: Dec 31, 2020; Missed by 36 days). Miss caused total forfeiture of $9.00/unit payout.
⚖️ Litigation Risk & Damages Probability Tree
Explore hypothetical probabilities, not predicted case outcomes
Assumed Breach Scenario Input 45%
Uncalibrated input plus selected illustrative weights; output bounded at 5–95%
Negotiated Settlement Discount Factor 65%
Assumed percentage of $9.00 used in the hypothetical outcome
Assumed Simple Interest at 9% p.a. 3.5 Years
Simple interest duration assumption; no accrual date or entitlement established
📑 Illustrative Claim Categories & Scenario Weights
Toggle invented weights; cards are not findings or calibrated evidence

Contingent Value Rights Agreement — Section 7.8 "Diligent Efforts" Clause

The filed agreement’s Section 7.8 requires Diligent Efforts to achieve the milestone. Its defined standard includes reasonable business discretion and multiple development, regulatory and commercial considerations; read the full definition with the covenant.

Contract context: The agreement conditions its $9 payment on all specified approvals by their respective deadlines. A missed condition does not by itself establish a breach of the separate diligence obligation. Card descriptions and numerical weights here are simplified illustrative categories, not verified allegations or proven facts.

August 13, 2026 appeal: The court addressed Article III standing, trustee capacity and waiver or ratification. It vacated the dismissal, dismissed the conditional cross-appeal and remanded. This disposition did not award damages or decide breach on the merits.

Separate a procedural appeal from a damages forecast

What does reopening a case establish—and what remains to be proved?

Use this workbench to explore how assumptions change a hypothetical recovery. The August 13, 2026 appeal addressed trustee capacity and Article III standing. It permitted the case to proceed; it did not determine that BMS breached its diligence obligations or award CVR holders damages.

The 715 million rights, evidence weights, recovery discount and probabilities are stored scenario inputs, not verified outstanding holdings, court findings, market quotations or calibrated litigation forecasts. The interest calculation is simple interest at an assumed 9% annual rate; the page does not establish entitlement, an accrual date or an award.

Try a worked example

With every evidence card selected, weights sum to 0.75. The default 45% input becomes 45% + 0.75 × 15 percentage points = 56.25%, bounded between 5% and 95%. The interest multiplier is 1 + 0.09 × 3.5 = 1.315. The assumed per-right outcome is $9 × 65% × 1.315 = $7.69275; multiplying by 56.25% gives $4.327171875, displayed as $4.33. This arithmetic does not estimate actual legal success.

Read the appeal by the question it decided

The Second Circuit concluded that alleged defects in UMB’s appointment concerned capacity to sue rather than Article III standing. It also found waiver or ratification on the record, vacated the dismissal, dismissed the conditional cross-appeal and remanded. A ruling about who can sue is distinct from a ruling about breach, causation or damages. Second Circuit opinion, August 13, 2026

Check the contract before treating a missed date as liability

The filed agreement defines the milestone conditions and diligent-efforts obligation. Missing a deadline and proving a breach of that obligation are separate questions. Read the definition and covenant together; this simplified scenario does not apply the contractual standard to the evidentiary record. Filed CVR agreement

Distinguish approval dates from announcement dates

FDA’s original Abecma approval letter is dated March 26, 2021. A later press announcement date should not replace the approval date on a regulatory timeline. The contract lists March 31, 2021 for the BB2121 target. FDA original Abecma approval letter Filed CVR agreement

Interpret the knobs as assumptions

Each included card adds its stored weight times 0.15 to the input probability, followed by a 5–95% clamp. These weights are invented model parameters. A slider at zero can still produce a positive result; a slider at 100 cannot produce certainty. The diagram’s two branches omit many possible procedural, settlement and collection outcomes.

The model multiplies the assumed discounted outcome by the effective probability, then by a fixed unit count. It does not account for legal fees, tax, discounting to present value, allocation among holders or the time required to resolve the case.

Understand the interest assumption

New York CPLR 5004 states a general 9% annual rate subject to its stated exceptions. That provision alone does not establish which claims receive interest or when it begins. Here the computation uses 1 + rate × years, not compound interest. Treat the duration as an input rather than elapsed litigation time or an adjudicated accrual period. New York CPLR 5004

Keep a dated scenario record

Export the selected inputs and included cards, recording the source edition and the distinction between verified procedural facts and hypothetical amounts. Revisiting a docket can change procedural context without validating an old probability. An exported scenario is not a court record or a market valuation. Second Circuit opinion, August 13, 2026

Sources and further reading
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