Exhibit 10.39

                                    SUBLEASE

      THIS SUBLEASE  (this  "Sublease")  is made and entered into as of the 10th
day of December,  2001,  by and between  GATEWAY,  INC., a Delaware  corporation
(hereinafter  called  "Sublandlord"),   and  CELGENE  CORPORATION,   a  Delaware
corporation (hereinafter called "Subtenant").

                              W I T N E S S E T H:

      WHEREAS,  by that certain Lease dated as of April 15, 1999 (the  "Original
Lease") as amended by that certain First  Amendment to Lease  Agreement dated as
of April 17, 2000 (the "First  Amendment");  that  certain  Second  Amendment to
Lease  dated  concurrently  herewith  (the  "Second  Amendment");  and  with the
Original  Lease,  the  First  Amendment  and the  Second  Amendment  hereinafter
collectively  referred to as the "Prime  Lease",  a copy of which Prime Lease is
attached  hereto  as  EXHIBIT  "A" and by  this  reference  made a part  hereof,
Carramerica  Development,  Inc., a Delaware corporation  (hereinafter,  together
with its successors and assigns,  called "Landlord"),  leased to Sublandlord the
entirety  of a  building  located  at 4550  Towne  Centre  Court  in San  Diego,
California  containing  approximately  78,202  gross  rentable  square feet (the
"Premises" and sometimes also referred to herein as the "Building"); and

      WHEREAS, subject to the consent of Landlord, Subtenant desires to sublease
from Sublandlord,  and Sublandlord desires to sublease to Subtenant,  the entire
Premises,  all upon the terms  and  subject  to the  conditions  and  provisions
hereinafter set forth.

      NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the  mutual
covenants   and   promises   contained   herein  and  other  good  and  valuable
consideration,  the  receipt  and  sufficiency  of  which  are  hereby  mutually
acknowledged, Sublandlord and Subtenant hereby agree as follows:

      1. DEMISE:  USE.  Sublandlord  hereby  leases to Subtenant  and  Subtenant
hereby leases from Sublandlord the Premises for the term and rental and upon the
other terms and  conditions  hereinafter  set forth,  to be used and occupied by
Subtenant solely for the purpose of a specified Biohazard Level 1 biotech use as
set forth in the Prime Lease (the "Biotech  Use") and for general office use and
for no other purpose, subject to the limitations set forth in the Prime Lease as
may be amended and  supplemented  pursuant to the Consent  Agreement (as defined
below),  including,  without  limitation,  the provisions of paragraph 14 of the
Schedule  of the Prime  Lease as well as the  provisions  of  paragraph 6 of the
Prime Lease.  Notwithstanding the foregoing, (i) Subtenant shall be permitted to
use the  Premises  for the Biotech Use only so long as  Subtenant  has  obtained
Landlord's  consent  thereto and complies  with all of the terms and  conditions
imposed  upon the Biotech Use as set forth by Landlord in the Prime Lease and as
set forth in this  Sublease,  and (ii) in no event  shall any  vivarium  used by
Subtenant in the Premises be used for any animals other than rodents.

<PAGE>

      2. TERM.  The term of this  Sublease  shall  commence  (the  "Commencement
Date") on the later of (i) the date  possession  of the Premises is delivered to
Subtenant,  and (ii)  one (1) day  after  the full  execution  and  delivery  to
Subtenant  of this  Sublease  and the  Consent  Agreement,  and,  unless  sooner
terminated pursuant to the provisions hereof,  shall terminate on the earlier of
August 31, 2012 and the prior  termination  of the Term of the Prime  Lease.  As
used herein, the phrase "Lease Year" shall mean the twelve calendar month period
commencing on the Rent  Commencement  Date (as hereinafter  defined) (or, if the
Rent Commencement Date is not the first day of a calendar month, then commencing
on the first day of the calendar month during which the Rent  Commencement  Date
occurs) and each anniversary thereof, except that (i) the first Lease Year shall
including that period of time from the Commencement Date up to and including the
Rent Commencement  Date, and (ii) the last Lease Year may not be twelve calendar
months  and  shall  terminate  on the  last  day of the  term of this  Sublease.
Notwithstanding the foregoing,  this instrument shall be deemed and agreed to be
a sublease only and not an assignment.

      3. MINIMUM RENT.

            (a) Commencing on the Rent Commencement Date, Subtenant shall pay to
      Sublandlord  minimum annual rental (hereinafter called "Minimum Rent") for
      the Premises as follows:

--------------------------------------------------------------------------------
                             ANNUAL
                          MINIMUM RENT        ANNUAL MINIMUM
                            RATE PER          RENT (BASED ON
                        RENTABLE SQUARE       78,202 RENTABLE          MONTHLY
   TIME PERIOD                FOOT              SQUARE FEET)        INSTALLMENTS
   -----------                ----              ------------        ------------
--------------------------------------------------------------------------------
First Lease Year             $22.44            $1,754,852.88         $146,237.74
--------------------------------------------------------------------------------
Second Lease Year            $23.23            $1,816,632.46         $151,386.04
--------------------------------------------------------------------------------
Third Lease Year             $24.04            $1,879,976.08         $156,664.67
--------------------------------------------------------------------------------
Fourth Lease Year            $24.88            $1,945,665.76         $162,138.81
--------------------------------------------------------------------------------
Fifth Lease Year             $25.75            $2,013,701.50         $167,808.46
--------------------------------------------------------------------------------
Sixth Lease Year             $26.65            $2,084,083.30         $173,673.61
--------------------------------------------------------------------------------
Seventh Lease Year           $27.58            $2,156,811.16         $179,734.26
--------------------------------------------------------------------------------
Eighth Lease                 $28.55            $2,232,667.10         $186,055.59
--------------------------------------------------------------------------------
Ninth Lease Year             $29.55            $2,310,869.10         $192,572.43
--------------------------------------------------------------------------------
Tenth Lease Year             $30.58            $2,391,417.16         $199,284.76
--------------------------------------------------------------------------------


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<PAGE>

--------------------------------------------------------------------------------
                             ANNUAL
                          MINIMUM RENT        ANNUAL MINIMUM
                            RATE PER          RENT (BASED ON
                        RENTABLE SQUARE       78,202 RENTABLE          MONTHLY
   TIME PERIOD                FOOT              SQUARE FEET)        INSTALLMENTS
   -----------                ----              ------------        ------------
--------------------------------------------------------------------------------
Eleventh Lease Year*         $31.65            $2,475,093.30         $206,257.78
--------------------------------------------------------------------------------

      *Note:  Sublandlord  and  Subtenant  acknowledge  and  agree  that  as the
      expiration of the Term of the Prime Lease is August 31, 2012, the eleventh
      Lease  Year  shall  consist  solely  of the  month of  August,  2012,  and
      accordingly  the Annual Minimum Rent category for such eleventh Lease Year
      as set forth in schedule above is for explanatory purposes only.

      Annual Minimum Rent shall be due and payable in twelve equal installments.
      Each such installment shall be due and payable in advance on the first day
      of each  calendar  month of the term hereof.  If the term of this Sublease
      commences  on a day  other  than the first day of a month or ends on a day
      other than the last day of a month,  Minimum  Rent for such month shall be
      prorated;  prorated  Minimum Rent for any such partial  first month of the
      term  hereof  shall  be paid on the  date on  which  the  term  commences.
      Notwithstanding anything in this Sublease to the contrary, Subtenant shall
      pay to Sublandlord the first monthly installment of Minimum Rent due under
      this  Sublease  upon  the  execution  and  delivery  of this  Sublease  by
      Subtenant to Sublandlord.

            (b) All  Minimum  Rent and  additional  rent  shall be paid  without
      setoff or deduction  whatsoever  and shall be paid to  Sublandlord  at the
      following address: Real Estate Administration,  Gateway, Inc., 610 Gateway
      Drive Y91, North Sioux City,  South Dakota 97049 or at such other place as
      Sublandlord may designate by notice to Subtenant.

            (c) As used  herein,  the term "Rent  Commencement  Date" shall mean
      that date which is nine (9) months after the Commencement Date.

            (d)  Notwithstanding  anything  to the  contrary  contained  in this
      Sublease,  Sublandlord  and Subtenant  hereby  acknowledge  and agree that
      prior  to the  Rent  Commencement  Date in no  event  shall  Subtenant  be
      obligated to pay any Minimum Rent or any Operating  Cost Share Rent or Tax
      Share Rent (as such terms are  hereinafter  defined);  provided,  however,
      Sublandlord  and Subtenant  acknowledge  and agree that Subtenant shall be
      responsible to pay or reimburse to Sublandlord  any and all costs relating
      to the Premises for that period of time following the Commencement Date up
      to and including the Rent  Commencement Date that exceed the monthly "Base
      Expense  Amount"  (as  hereinafter  defined).  As used  herein,  the "Base
      Expense  Amount"  is an amount  equal to  $59,251.00  and  represents  the
      average of the monthly  expenses other than "Base Rent" (as defined in the
      Prime Lease) incurred by Sublandlord for the Premises over the last twelve
      (12) months prior


                                       3
<PAGE>

      to the date hereof. In clarification of the foregoing,  Subtenant shall be
      responsible  for any and all costs related to the Premises for  utilities,
      heating,  ventilating and air conditioning  services,  emergency generator
      costs, construction hauling and or scavenger costs to the extent that such
      costs  exceed the  average  monthly  cost for such  expenses  incurred  by
      Sublandlord during the prior twelve (12) month period. Subtenant shall pay
      or reimburse  such amounts to Subtenant  within thirty (30) days following
      Sublandlord's  tender of an invoice therefore to Subtenant and any and all
      such amounts shall be deemed  additional rent due under this Sublease.  In
      addition to the foregoing,  Subtenant  shall be responsible to comply with
      all of the insurance and indemnification  provisions of this Sublease from
      and after the Commencement Date.

      4. ADDITIONAL RENT; PAYMENTS; INTEREST.

            (a)  Except  for "Base  Rent" (as such term is  defined in the Prime
      Lease and for the  payment of which  Subtenant  shall  have no  obligation
      under this  Sublease),  Subtenant  shall also pay to Sublandlord all other
      amounts   payable  by   Sublandlord   under  the  Prime  Lease  which  are
      attributable  to the Premises or  attributable  to Subtenant,  its agents,
      employees,  customers  or  invitees,  including  without  limitation,  the
      Operating Cost Share Rent, the Tax Share Rent and Additional Rent (as such
      terms are defined in the Prime Lease); provided, however,  Sublandlord and
      Subtenant  acknowledge  and  agree  that  the  rental  and  other  payment
      obligation for the period from the  Commencement  Date up to and including
      the Rent Commencement Date shall be determined as set forth in Paragraph 3
      (d) hereinabove.  By way of example and not by way of limitation,  charges
      by Landlord for furnishing air  conditioning or heating to the Premises at
      times in addition to those  certain  times  specified  in the Prime Lease,
      costs incurred by Landlord in repairing  damage to the Building  caused by
      an employee of Subtenant,  increased insurance premiums due as a result of
      Subtenant's  use of the  Premises,  and  amounts  expended  or incurred by
      Landlord  on account of any  default by  Subtenant  which  gives rise to a
      default  under the Prime  Lease  would be  amounts  payable  by  Subtenant
      pursuant to this Subsection 4(a).

            (b) Each amount due pursuant to Subsection 4(a) above and each other
      amount payable by Subtenant  hereunder,  unless a date for payment of such
      amount  is  provided  for  elsewhere  in this  Sublease,  shall be due and
      payable  on the  fifth  day  following  the  date  on  which  Landlord  or
      Sublandlord has given notice to Subtenant of the amount thereof.

            (c) All amounts other than Minimum Rent payable to Sublandlord under
      this  Sublease  shall be  deemed  to be  additional  rent due  under  this
      Sublease.  All past due  installments  of Minimum Rent and additional rent
      which are not paid on or before  the third (3rd)  business  day after such
      amount is due shall bear interest from the date due until paid at the rate
      per annum  equal to five  percent  (5%) in  excess  of the Prime  Rate (as
      hereinafter  defined) in effect from time to time, which rate shall change
      from  time to time as of the  effective  date of each  change in the Prime
      Rate,  unless a lesser rate shall then be the maximum rate  permissible by
      law with respect thereto, in which event said lesser rate shall


                                       4
<PAGE>

      be charged. For the purposes of this Sublease, the term "Prime Rate" shall
      mean the rate of interest  announced  from time to time by Bank One as its
      prime or corporate base rate.

            (d)  Subtenant  shall pay  Landlord  on the due  dates for  services
      requested by Subtenant which are billed by Landlord  directly to Subtenant
      rather than Sublandlord.

            (e) In addition to the Minimum  Rent  payable  pursuant to Section 3
      above, from and after the Rent  Commencement  Date, for each calendar year
      of  the  term,  Subtenant,  as  additional  rent,  shall  pay  Subtenant's
      Percentage Share (which Sublandlord and Subtenant acknowledge and agree is
      equal to 100%) of  Operating  Cost Share Rent,  Tax Share Rent and Parking
      Rent  payable  by  Sublandlord   for  the  then  current   calendar  year.
      Sublandlord shall give Subtenant written notice of Sublandlord's  estimate
      of the  amount of  additional  rent per  month  payable  pursuant  to this
      Subsection  for each  calendar  year  following  Sublandlord's  receipt of
      Landlord's  estimate  of such  amounts  payable  under  the  Prime  Lease.
      Thereafter,  the additional rent payable pursuant to this Subsection shall
      be determined and adjusted in accordance with the provisions below.

            (f) The determination and adjustment of additional rent contemplated
      under Subsection 4(e) above shall be made in accordance with the following
      procedures:

                  (1) Upon receipt of a statement  from Landlord  specifying the
      estimated Operating Cost Share Rent, Tax Share Rent and Parking Rent to be
      charged to Sublandlord under the Prime Lease with respect to each calendar
      year,  or  as  soon  after  receipt  of  such  statement  as  practicable,
      Sublandlord  shall  give  Subtenant  written  notice  of its  estimate  of
      additional  rent payable under  Subsection  4(e) for the ensuing  calendar
      year, which estimate shall be prepared based on the estimate received from
      Landlord (as Landlord's  estimate may change from time to time),  together
      with a  copy  of  the  statement  received  from  Landlord.  Sublandlord's
      estimate  of  additional  rent to be paid by  Subtenant  pursuant  to this
      Sublease  shall not  exceed  Subtenant's  Percentage  Share of  Landlord's
      estimate  delivered  to  Sublandlord  pursuant  to  the  Prime  Lease  (as
      Landlord's  estimate may change from time to time). On or before the first
      day of each  month  during  each  calendar  year,  Subtenant  shall pay to
      Sublandlord  as additional  rent  one-twelfth  (1/12th) of such  estimated
      amount together with the Minimum Rent.

                  (2) In the event Sublandlord's  notice set forth in Subsection
      4(f)(1)  is not given in  December  of the  calendar  year  preceding  the
      calendar year for which  Sublandlord's  notice is applicable,  as the case
      may be, then until the  calendar  month after such notice is  delivered by
      Sublandlord,  Subtenant  shall  continue  to pay to  Sublandlord  monthly,
      during the ensuing calendar year,  estimated payments equal to the amounts
      payable hereunder during the calendar year just ended. Upon receipt of any
      such  post-December   notice  Subtenant  shall  (i)  commence  as  of  the
      immediately  following  calendar month,  and continue for the remainder of
      the  calendar  year,  to pay to  Sublandlord  monthly  such new  estimated
      payments and (ii) if the monthly  installment  of the new estimate of such
      additional  rent is greater than the monthly  installment  of the estimate
      for the previous calendar year, pay


                                       5
<PAGE>

      to  Sublandlord  within  thirty (30) days of the receipt of such notice an
      amount equal to the difference of such monthly  installment  multiplied by
      the number of full and partial  calendar months of such year preceding the
      delivery of such notice.

                  (3) Within  thirty (30) days after the receipt by  Sublandlord
      of a final  statement  of such costs from  Landlord  with  respect to each
      calendar year,  Sublandlord  shall deliver to Subtenant a statement of the
      adjustment  to be made  pursuant to Section  4(f) hereof for the  calendar
      year  just  ended,  together  with a copy  of the  statement  received  by
      Sublandlord  from Landlord.  If on the basis of such  statement  Subtenant
      owes an amount that is less than the  estimated  payments for the calendar
      year just ended  previously  paid by Subtenant,  Sublandlord  shall credit
      such  excess to the next  payments  of rent  coming due or, if the term of
      this  Sublease is about to expire,  so long as Subtenant is not in default
      under this Sublease,  promptly refund such excess to Subtenant.  If on the
      basis of such  statement  Subtenant  owes an amount  that is more than the
      estimated  payments for the calendar  year just ended  previously  made by
      Subtenant, Subtenant shall pay the deficiency to Sublandlord within thirty
      (30) days after delivery of the statement from Sublandlord to Subtenant.

                  (4)  For  partial  calendar  years  during  the  term  of this
      Sublease,  the amount of  additional  rent payable  pursuant to Subsection
      4(f) that is  applicable  to that partial  calendar year shall be prorated
      based on the ratio of the  number of days of such  partial  calendar  year
      falling during the term of this Sublease to 365. The expiration or earlier
      termination  of  this  Sublease  shall  not  affect  the   obligations  of
      Sublandlord and Subtenant pursuant to this Section 4, and such obligations
      shall survive and remain to be performed  after any  expiration or earlier
      termination of this Sublease.

      5. CONDITION OF PREMISES AND CONSTRUCTION OF IMPROVEMENTS.

            Subtenant  hereby  acknowledges  and agrees that it is to demise the
      Premises in an "as-is" condition and Subtenant's  taking possession of the
      Premises  shall be  conclusive  evidence  as  against  Subtenant  that the
      Premises were in good order and satisfactory condition when Subtenant took
      possession.  No promise of  Sublandlord  to alter,  remodel or improve the
      Premises,  and no representation  respecting the condition of the Premises
      have been made by Sublandlord to Subtenant  except to the extent expressly
      set forth in this  Sublease.  Upon the  expiration of the term hereof,  or
      upon any earlier termination of the term hereof or of Subtenant's right to
      possession,  Subtenant  shall  surrender  the Premises in at least as good
      condition as at the  commencement  of the term of this Sublease,  ordinary
      wear and tear  excepted;  provided,  however,  Sublandlord  and  Subtenant
      acknowledge  and  agree  that  upon  the  expiration  of the  term of this
      Sublease,  Subtenant  shall be permitted to surrender  the Premises in the
      condition in which Landlord will require that  Sublandlord  surrender same
      to Landlord as provided  for in the Prime Lease or as may be  supplemented
      by the Consent Agreement.  Notwithstanding the foregoing,  in the event of
      the earlier termination of the term of this Sublease, then Subtenant shall
      be  required  to  remove  from  the  Premises  any  and  all  alterations,
      improvements or additions to the Premises  installed  therein by Subtenant
      to return same to "shell"  condition  except for areas where  Landlord and
      Sublandlord retain the


                                       6
<PAGE>

      discretion  to  require  that  they be  returned  to the  existing  office
      improvements  (the Building lobby and Building  restrooms) as set forth in
      the Consent;  provided,  however, Subtenant shall be permitted to leave in
      the  Premises  those   alterations   for  which   Subtenant  has  obtained
      Sublandlord's   consent  to  leave  such  alterations,   additions  and/or
      improvements  within the Premises upon the earlier termination of the term
      of this Sublease. In connection with the foregoing,  Sublandlord shall, if
      requested  to  provide  its   determination   at  the  time  of  receiving
      Subtenant's request to perform the Subtenant Work (as hereinafter defined)
      (along with all  required  information  relating  to such work,  including
      without limitation, all plans and specifications,  working drawings, floor
      plans, etc.),  provide to Subtenant along with Sublandlord's acceptance or
      non-acceptance of such plans and  specifications  and other  documentation
      with respect to Subtenant's Work  Sublandlord's  determination of what, if
      any,  portions of Subtenant's Work that Sublandlord shall permit Subtenant
      to leave in the Premises upon the earlier  termination of the term of this
      Sublease.

      6. THE PRIME LEASE.

            (a) This  Sublease  and all rights of Subtenant  hereunder  and with
      respect  to  the  Premises  are  subject  to  the  terms,  conditions  and
      provisions  of the Prime  Lease.  Subtenant  hereby  assumes and agrees to
      perform  faithfully and be bound by, with respect to the Premises,  all of
      Sublandlord's obligations, covenants, agreements and liabilities under the
      Prime  Lease  and  all  terms,  conditions,  provisions  and  restrictions
      contained in the Prime Lease except:

                  (i)   for the  payment of "Base Rent" (as such term is defined
                        in the Prime Lease);

                  (ii)  that  Subtenant   shall  not  have  any  obligations  to
                        construct or install tenant  improvements  except as may
                        be provided herein; and

                  (iii) that the following  provisions of the Prime Lease do not
                        apply to this  Sublease:  any  provisions  in the  Prime
                        Lease  allowing or purporting to allow  Sublandlord  any
                        rent   concessions  or  abatements  or  construction  or
                        refurbishment   allowances,   any  provisions   allowing
                        Sublandlord  to  extend  or renew  the term of the Prime
                        Lease  (provided if this Sublease is then in force,  any
                        election  or right  of  Sublandlord  to renew or  extend
                        shall not abrogate or affect Subtenant's right to extend
                        with  Landlord as set forth in the  Consent  Agreement),
                        any provisions of the Prime Lease granting any option to
                        purchase or lease the Building or any other space in the
                        Project (provided, Sublandlord and Subtenant acknowledge
                        and agree that the foregoing shall not limit or restrict
                        any such  options  and  rights  that may be  granted  to
                        Subtenant directly from


                                       7
<PAGE>

                        Landlord in the Consent Agreement so long as Sublandlord
                        incurs  no  liability  or   obligation   in   connection
                        therewith).

            (b) Without limitation of the foregoing:

                  (i)   Subtenant  shall not make any  changes,  alterations  or
                        additions  in or to the  Premises  except  as  otherwise
                        expressly  provided herein or in the Consent  Agreement;
                        provided,  however,  the  foregoing  shall  not limit or
                        restrict  the  obligation  of  Subtenant  to obtain  the
                        consent of Sublandlord to any such changes,  alterations
                        or additions (such  obligation shall be satisfied if the
                        Consent Agreement contains the consent of Sublandlord to
                        such changes,  alterations or additions).  In connection
                        therewith,  Sublandlord  and Subtenant  acknowledge  and
                        agree   that   Subtenant   desires   to   make   certain
                        alterations,   additions  and/or   improvements  to  the
                        Premises following its occupancy thereof.  In connection
                        with  such  work   (hereinafter   referred   to  as  the
                        "Subtenant  Work"),  such work shall be performed at the
                        sole cost and expense of  Subtenant  and shall  strictly
                        conform  to all the  terms and  provisions  of the Prime
                        Lease and the Consent Agreement.  Subtenant shall obtain
                        the approval of both the Landlord and  Sublandlord  with
                        respect  to any and all  aspects of the  Subtenant  Work
                        prior to commencing same.

                  (ii)  If  Subtenant  desires to take any other  action and the
                        Prime Lease and/or Consent  Agreement would require that
                        Sublandlord   obtain  the  consent  of  Landlord  before
                        undertaking any action of the same kind, Subtenant shall
                        not undertake the same without the prior written consent
                        of Sublandlord. Sublandlord may condition its consent on
                        the consent of Landlord  being  obtained and may require
                        Subtenant to contact Landlord directly for such consent;

                  (iii) All  rights   given  to  Landlord  and  its  agents  and
                        representatives   by  the  Prime  Lease  and/or  Consent
                        Agreement  to  enter  the  Premises  shall  inure to the
                        benefit of Sublandlord and their  respective  agents and
                        representatives with respect to the Premises;

                  (iv)  Sublandlord  shall also have all other  rights,  and all
                        privileges,  options, reservations and remedies, granted
                        or  allowed  to,  or held by,  Landlord  under the Prime
                        Lease and/or Consent Agreement or granted to Landlord in
                        the Consent Agreement;


                                       8
<PAGE>

                  (v)   Subtenant  shall maintain  insurance of the kinds and in
                        the amounts  required to be  maintained  by  Sublandlord
                        under  the  Prime  Lease  as  well as set  forth  in the
                        Consent Agreement.  All policies of liability  insurance
                        shall  name as  additional  insureds  the  Landlord  and
                        Sublandlord and their respective officers,  directors or
                        partners,  as the case may be, and the respective agents
                        and employees of each of them; and

                  (vi)  Subtenant  shall  not do  anything  or  suffer or permit
                        anything  to be done  which  could  result  in a default
                        under the Prime  Lease or permit  the Prime  Lease to be
                        canceled or terminated.

            (c) Notwithstanding  anything contained herein or in the Prime Lease
      which may appear to be to the contrary,  Sublandlord and Subtenant  hereby
      agree as follows:

                  (i)   Subtenant   shall   not   assign,   mortgage,    pledge,
                        hypothecate or otherwise transfer or permit the transfer
                        of this  Sublease or any  interest of  Subtenant in this
                        Sublease,  by operation of law or  otherwise,  or permit
                        the  use of the  Premises  or any  part  thereof  by any
                        persons other than Subtenant and Subtenant's  employees,
                        or   sublet   the   Premises   or  any   part   thereof.
                        Notwithstanding the foregoing,  Subtenant shall have the
                        right to assign this Sublease or  sub-sublet  all or any
                        portion  of  the   Premises  to  an  entity  into  which
                        Subtenant has merged or  consolidated or to an entity to
                        which   substantially  all  of  Subtenant's  assets  are
                        conveyed   (collectively   a  "Corporate   Transaction")
                        without  the  consent  of  Sublandlord  so  long as such
                        assignee  or  sub-subtenant  has a net worth equal to or
                        exceeding  the greater of  Subtenant's  net worth (i) on
                        the  execution  date  hereof and (ii) on the date of the
                        Corporate   Transaction,    provided   the   net   worth
                        requirement for any assignment  transaction other than a
                        Corporate  Transaction shall be satisfactory to Landlord
                        and Sublandlord (in their sole  discretion) and provided
                        that  Subtenant  delivers not less than thirty (30) days
                        prior written notice to Sublandlord and Landlord,  which
                        notice  shall  include   information   satisfactory   to
                        Sublandlord  and Landlord in order to determine  the net
                        worth both of the original Subtenant named herein and of
                        the  successor  subtenant   immediately  prior  to  such
                        assignment or sub-sublet. Subtenant shall otherwise have
                        the right to assign  this  Sublease or sublet all or any
                        portion of the Premises in accordance with the terms and
                        provisions of the Prime Lease and Sublandlord shall have
                        all of the same  rights as the  Landlord  in  connection
                        therewith. Further, any rights granted


                                       9
<PAGE>

                        to   Subtenant   herein  to  assign  this   Sublease  or
                        sub-sublet  all or any portion of the  Premises  without
                        the Sublandlord's consent shall be subject to the rights
                        and obligations of the Landlord under the Prime Lease to
                        consent  thereto.  In connection  with any assignment of
                        this Sublease or sub-sublet of all or any portion of the
                        Premises as permitted Subtenant hereinabove, in no event
                        shall  Sublandlord  be entitled to any amount of rent or
                        other consideration  received by Subtenant in connection
                        with such  transfer  in excess of the rent due under the
                        Sublease  and if the rent or other  consideration  to be
                        received  exceeds  the  amount  to be paid by  Subtenant
                        hereunder, Sublandlord also agrees to grant commercially
                        reasonable non-disturbance rights to such party.

                  (ii)  Neither rental nor other payments  hereunder shall abate
                        by  reason  of  any  damage  to or  destruction  of  the
                        Premises or the  Building or any part  thereof,  unless,
                        and then only to the extent that,  rental and such other
                        payments  actually  abate  under  the Prime  Lease  with
                        respect  to the  Premises  on  account of such event and
                        Sublandlord and Subtenant  acknowledge and agree that in
                        the event  monthly  Rent (as defined in the Prime Lease)
                        is abated  pursuant to the provisions of Section 4.F. of
                        the Prime Lease,  then Subtenant  shall be entitled to a
                        consequent  abatement of rent due under this Sublease to
                        the extent that such monthly Rent actually  abates under
                        the Prime Lease;

                  (iii) Sublandlord and Subtenant  acknowledge and agree that in
                        the event the Prime Lease permits the Tenant  thereunder
                        to  terminate  the  Prime  Lease  in  the  event  of any
                        casualty to the  Premises,  then other than as set forth
                        below,  in no event  shall  Sublandlord,  as the  Tenant
                        under the Prime Lease,  elect to so terminate  the Prime
                        Lease  without  obtaining  the consent or approval  from
                        Subtenant as to such  termination.  Notwithstanding  the
                        foregoing, in no event shall the right of Sublandlord to
                        elect to so  terminate  the Prime  Lease be  limited  or
                        restricted in the event Sublandlord would have the right
                        to  terminate  the Prime Lease as set forth in Paragraph
                        9.A  thereof  in the  circumstance  where  the  time  to
                        restore any such  casualty  would exceed two (2)  months
                        and the  restoration  work would  begin  during the last
                        twelve (12) months of the Term of the Prime Lease if (a)
                        Sublandlord  provides  prior notice of such  election to
                        Subtenant and (b) such termination  right is conditioned
                        upon Subtenant


                                       10
<PAGE>

                        having a written  agreement with Landlord to continue in
                        possession and occupy the Premises without  interruption
                        through  exercise  of  Subtenant's  option to extend set
                        forth in the Consent;

                  (iv)  Subtenant  shall not have any right to  exercise or have
                        Sublandlord  exercise  any option under the Prime Lease,
                        including,  without limitation, any option to extend the
                        term  of the  Prime  Lease  or  lease  additional  space
                        (provided,  Sublandlord  and Subtenant  acknowledge  and
                        agree that the foregoing shall not limit or restrict any
                        such options and rights that may be granted to Subtenant
                        directly from Landlord in the Consent  Agreement so long
                        as  Sublandlord  incurs no  liability or  obligation  in
                        connection therewith); and

                  (v)   In  the  event  of  any  conflict   between  the  terms,
                        conditions and provisions of the Prime Lease and of this
                        Sublease,  the terms,  conditions and provisions of this
                        Sublease shall, in all instances, govern and control. In
                        the event of any conflict between the terms,  conditions
                        and   provisions   of  this  Sublease  and  the  Consent
                        Agreement,  as between  Sublandlord  and Subtenant,  the
                        terms, conditions and provisions of this Sublease shall,
                        in all instances, govern and control; provided, however,
                        Sublandlord and Subtenant  acknowledge and agree that as
                        between  Landlord and Subtenant,  the terms,  conditions
                        and provisions of the Consent  Agreement  shall,  in all
                        instances, govern and control.

            (d) It is expressly  understood and agreed that Sublandlord does not
      assume  and  shall  not  have any of the  obligations  or  liabilities  of
      Landlord  under the Prime  Lease and that  Sublandlord  is not  making the
      representations,  warranties or indemnifications, if any, made by Landlord
      in  the  Prime  Lease.  With  respect  to  work,  services,   repairs  and
      restoration or the performance of other  obligations  required of Landlord
      under the Prime Lease,  Sublandlord's sole obligation with respect thereto
      shall be to request the same, upon written request from Subtenant,  and to
      use reasonable  efforts,  at Subtenant's sole cost and expense,  to obtain
      the same from Landlord.  Sublandlord  shall not be liable in damages,  nor
      shall rent abate  hereunder,  for or on account of any failure by Landlord
      to perform the obligations and duties imposed on it under the Prime Lease.
      Sublandlord   and  Subtenant   acknowledge  and  agree  that  any  repair,
      maintenance  and/or  replacement  obligations with respect to the Premises
      which are the responsibility of the Sublandlord, as Tenant under the Prime
      Lease,  shall be  performed  by  Subtenant  at  Subtenant's  sole cost and
      expense.  In the  event  that a  condition  exists  in the  Premises  that
      Landlord  is  obligated  to repair  under  the  terms of the Prime  Lease,
      Subtenant shall so advise  Sublandlord,  and  Sublandlord,  in turn, shall
      promptly advise Landlord  thereof.  At Subtenant's  request,  in the event
      that Landlord fails to fulfill any


                                       11
<PAGE>

      repair or maintenance  obligation  under the terms of the Prime Lease with
      respect to the Premises,  Sublandlord shall use its reasonable  efforts to
      have  Landlord  fulfill such repair and  maintenance  obligations,  all of
      which reasonable efforts shall be at Subtenant's sole cost and expense.

            (e) Except for the  Consent  Agreement,  nothing  contained  in this
      Sublease  shall be  construed  to create  privity  of  estate or  contract
      between  Subtenant  and  Landlord,  except the  agreements of Subtenant in
      Sections  10 and 11  hereof  in favor of  Landlord,  and then  only to the
      extent of the same.

      7. DEFAULT BY SUBTENANT.

            (a) Upon the happening of any of the following:

                  (i)   Subtenant  fails to pay any Minimum Rent within five (5)
                        days after the date it is due;

                  (ii)  Subtenant  fails  to  pay  any  other  amount  due  from
                        Subtenant  hereunder and such failure continues for five
                        (5)  days  after  notice  thereof  from  Sublandlord  to
                        Subtenant;

                  (iii) Subtenant fails to perform or observe any other covenant
                        or agreement set forth in this Sublease and such failure
                        continues  for  fifteen  (15) days  except  that if such
                        default  is not  capable  of  being  cured  within  such
                        fifteen  (15)  day  period,  then so  long as  Subtenant
                        continues to  diligently  attempt to cure such  default,
                        the fifteen  (15) day period  shall be extended to sixty
                        (60)  days  or  such  lesser  period  as  is  reasonably
                        necessary  to complete  the cure of such  default  after
                        notice thereof from Sublandlord to Subtenant; or

                  (iv)  any other event occurs which  involves  Subtenant or the
                        Premises and which would  constitute a default under the
                        Prime Lease if it involved  Sublandlord  or the Premises
                        and such default  continues  for fifteen (15) days after
                        notice thereof from Sublandlord to Subtenant except that
                        if such  default is not  capable of being  cured  within
                        such fifteen (15) day period,  then so long as Subtenant
                        continues to  diligently  attempt to cure such  default,
                        the fifteen  (15) day period  shall be extended to sixty
                        (60)  days  or  such  lesser  period  as  is  reasonably
                        necessary to complete the cure of such default;

      Subtenant shall be deemed to be in default hereunder,  and Sublandlord may
      exercise, without limitation of any other rights and remedies available to
      it hereunder or at law or in equity,


                                       12
<PAGE>

      any and all rights and  remedies of Landlord  set forth in the Prime Lease
      in the event of a default by Sublandlord thereunder.

            (b) In the event  Subtenant  fails or refuses to make any payment or
      perform any covenant or agreement to be performed  hereunder by Subtenant,
      Sublandlord may make such payment or undertake to perform such covenant or
      agreement  (but shall not have any  obligation  to Subtenant to do so). In
      such event,  amounts so paid and  amounts  expended  in  undertaking  such
      performance,  together  with  all  costs,  expenses  and  attorneys'  fees
      incurred by Sublandlord in connection therewith,  shall be additional rent
      hereunder.

      8.  NONWAIVER.  Failure of either party to declare any default or delay in
taking any action in  connection  therewith  shall not waive  such  default.  No
receipt of moneys by Sublandlord from Subtenant after the termination in any way
of the term or of Subtenant's right of possession  hereunder or after the giving
of any notice shall reinstate,  continue or extend the term or affect any notice
given to Subtenant or any suit commenced or judgment entered prior to receipt of
such moneys.

      9. CUMULATIVE RIGHTS AND REMEDIES.  All rights and remedies of Sublandlord
under this Sublease  shall be cumulative and none shall exclude any other rights
or remedies allowed by law.

      10. WAIVER OF CLAIMS AND INDEMNITY.

            (a) Subtenant  hereby releases and waives any and all claims against
      Landlord and Sublandlord and each of their respective officers, directors,
      partners, agents and employees for injury or damage to person, property or
      business  sustained  in or about the Building or the Premises by Subtenant
      other than by reason of the active  negligence  or wilful  misconduct  and
      except in any case which would  render this  release and waiver void under
      law.

            (b) Subtenant agrees to indemnify, defend and hold harmless Landlord
      and  Sublandlord  and  each  of  their  respective  officers,   directors,
      partners,  agents and  employees,  from and  against  any and all  claims,
      demands, costs and expenses of every kind and nature, including attorneys'
      fees and litigation  expenses,  arising from Subtenant's use and occupancy
      of the Premises, Subtenant's construction of any leasehold improvements in
      the Premises, any release, discharge, storage, production, use or disposal
      of Hazardous  Substances in the Premises  caused or permitted by Subtenant
      or its agents, contractors, employees, licensees or invitees or in any way
      relating  to  any  Hazardous  Substances  brought  onto  the  Premises  by
      Subtenant or its agents,  contractors,  employees,  licensees or invitees,
      the  installation,  maintenance,  repair  and/or  removal  of any  and all
      signage  installed  by  Subtenant,   including,  without  limitation,  the
      Building  Signage,  or from any breach or default on the part of Subtenant
      in the  performance  of any  agreement  or  covenant  of  Subtenant  to be
      performed under this Sublease or the Consent  Agreement or pursuant to the
      terms  of this  Sublease  or the  Consent  Agreement,  or from  any act or
      neglect of Subtenant or its agents, officers,


                                       13
<PAGE>

      employees,  guests,  servants,  invitees  or  customers  in or  about  the
      Premises.  In addition,  the foregoing  indemnification of Sublandlord and
      the  other  noted  parties  herein  shall  include  any and all  liability
      assessed,  imposed or charged  against  Subtenant for any violation of the
      provisions  of the Prime Lease and/or  Consent  Agreement  with respect to
      their  respective  provisions  relating  to  Hazardous  Substances,  which
      violation  was not caused by  Sublandlord  or its agents,  contractors  or
      employees.  In case any such  proceeding  is brought  against  any of said
      indemnified parties, Subtenant covenants, if requested by Sublandlord,  to
      defend  such  proceeding  at its sole cost and  expense  by legal  counsel
      reasonably satisfactory to Sublandlord.

            (c)  Sublandlord  agrees  to  indemnify,  defend  and hold  harmless
      Subtenant and its officers,  directors,  partners,  agents and  employees,
      from and against any and all claims,  demands,  cost and expenses of every
      kind  and  nature,  including  attorneys'  fees and  litigation  expenses,
      arising  from (i) any  breach or default  by  Sublandlord  under the Prime
      Lease (which  breach or default was not  attributable  to Subtenant or its
      agents, contractors,  employees, licensees or invitees under this Sublease
      and/or the Consent  Agreement),  and (ii) the active negligence or willful
      misconduct of Sublandlord or its agents, officers or employees or from any
      breach or default on the part of  Sublandlord  in the  performance  of any
      agreement or covenant of Sublandlord to be performed  under this Sublease.
      In case any such  proceeding  is brought  against any of said  indemnified
      parties,  Sublandlord covenants, if requested by Subtenant, to defend such
      proceeding  at its sole  cost and  expense  by  legal  counsel  reasonably
      satisfactory to Subtenant.

      11.  WAIVER OF  SUBROGATION.  Anything in this  Sublease  to the  contrary
notwithstanding,  Sublandlord and Subtenant each hereby waive any and all rights
of  recovery,  claims,  actions  or causes of action  against  the other and the
officers,  directors,  partners,  agents  and  employees  of each of  them,  and
Subtenant  hereby  waives any and all  rights of  recovery,  claims,  actions or
causes of action against  Sublandlord and Landlord and their  respective  agents
and  employees  for any loss or damage  that may occur to the  Premises,  or any
improvements  thereto,  or any personal property of any person therein or in the
Building,  by reason of fire,  the elements or any other cause  insured  against
under valid and  collectible  fire and  extended  coverage  insurance  policies,
regardless of cause or origin,  including  negligence,  except in any case which
would render this waiver void under law.

      12. BROKERAGE  COMMISSIONS.  Each party hereby  represents and warrants to
the other that other than  Julien J.  Studley,  Inc.  and The  Staubach  Company
(whose commissions shall be payable by Sublandlord), it has had no dealings with
any real estate broker or agent in connection  with this  Sublease,  and that it
knows of no real  estate  broker  or agent  who is or  might  be  entitled  to a
commission  in  connection  with this  Sublease.  Each party  agrees to protect,
defend,  indemnify  and hold the other  harmless  from and  against  any and all
claims  inconsistent with the foregoing  representations  and warranties for any
brokerage,  finder's  or  similar  fee or  commission  in  connection  with this
Sublease,  if such claims are based on or relate to any act of the  indemnifying
party which is contrary to the foregoing representations and warranties.


                                       14
<PAGE>

      13. SUCCESSORS AND ASSIGNS.  This Sublease shall be binding upon and inure
to the benefit of the successors and assigns of Sublandlord and shall be binding
upon and inure to the benefit of the  successors of Subtenant and, to the extent
any such  assignment  may be approved,  Subtenant's  assigns.  The provisions of
Subsection  6(e) and Sections 10 and 11 hereof shall inure to the benefit of the
successors and assigns of Landlord.

      14. ENTIRE  AGREEMENT.  This Sublease  contains all the terms,  covenants,
conditions  and agreements  between  Sublandlord  and Subtenant  relating in any
manner to the rental,  use and occupancy of the Premises.  No prior agreement or
understanding  pertaining  to the same shall be valid or of any force or effect.
The terms, covenants and conditions of this Sublease cannot be altered, changed,
modified or added to except by a written  instrument  signed by Sublandlord  and
Subtenant.

      15. NOTICES.

            (a) In the event any notice from the Landlord or otherwise  relating
      to the Prime Lease is delivered  to the Premises or is otherwise  received
      by Subtenant,  Subtenant shall, as soon thereafter as possible, but in any
      event within one (1) business day,  deliver such notice to  Sublandlord if
      such notice is written or advise Sublandlord  thereof by telephone if such
      notice is oral.

            (b) In the event any default notice from the Landlord is received by
      Sublandlord, Sublandlord shall, as soon thereafter as possible, but in any
      event  within one (1)  business  day,  deliver such notice to Subtenant if
      such notice is written or advise  Subtenant  thereof by  telephone if such
      notice is oral.

            (c) Notices and demands  required or permitted to be given by either
      party to the other  with  respect  hereto or to the  Premises  (including,
      without limitation,  any notice required by law to be given by Sublandlord
      as a condition to the filing of an action alleging an unlawful detainer of
      the Premises and any three day notice under Section  1161(2) or (3) of the
      California  Civil Code of Procedure)  shall be in writing and shall not be
      effective  for any  purpose  unless  the same  shall be  served  either by
      personal  delivery  with a receipt  requested,  by  overnight  air courier
      service or by United States certified or registered  mail,  return receipt
      requested, postage prepaid; provided, however, that all notices of default
      shall be served either by personal delivery with a receipt requested or by
      overnight air courier service,  addressed after the Rent Commencement Date
      to Subtenant at the Premises and otherwise as follows:


                                       15
<PAGE>

                if to Sublandlord:     GATEWAY, INC.
                                       Real Estate Administration
                                       610 Gateway Drive Y91
                                       North Sioux City, South Dakota 97049

                                       and

                                       GATEWAY, INC.
                                       14303 Gateway Place
                                       Poway, California 92064
                                       Attn: General Counsel

                if to Subtenant:       CELGENE CORPORATION
                                       5555 Oberlin Drive
                                       San Diego, California 92121

      Notices and demands  shall be deemed to have been given two (2) days after
      mailing,  if mailed,  or, if made by personal delivery or by overnight air
      courier  service,  then upon such  delivery.  Either  party may change its
      address for receipt of notices by giving notice to the other party.

      16. AUTHORITY.  Subtenant represents and warrants to Sublandlord that this
Sublease has been duly  authorized,  executed and  delivered by and on behalf of
Subtenant  and  constitutes  the valid,  enforceable  and binding  agreement  of
Subtenant  and of each  party  constituting  Subtenant,  each of whom  shall  be
jointly and  severally  liable  hereunder in  accordance  with the terms hereof.
Sublandlord represents and warrants to Subtenant that the Sublease has been duly
authorized,  executed  and  delivered  by  and  on  behalf  of  Sublandlord  and
constitutes the valid, enforceable and binding agreement of Sublandlord.

      17. LIMITATION ON LIABILITY. Intentionally Deleted.

      18.   CONSENTS,   APPROVALS   AND   DEFINITIONS.   In  any  instance  when
Sublandlord's consent or approval is required under this Sublease, Sublandlord's
refusal to consent to or approve any matter or thing shall be deemed  reasonable
if,  among  other  matters,  such  consent or  approval  is  required  under the
provisions of the Prime Lease incorporated  herein by reference but has not been
obtained from Landlord.  Except as otherwise provided herein,  Sublandlord shall
not  unreasonably  withhold  or delay its  consent to or approval of a matter if
such consent or approval is required under the provisions of the Prime Lease and
Landlord has consented to or approved of such matter.

      19. CONSENT OF LANDLORD.  The  obligations  of  Sublandlord  and Subtenant
under this Sublease are conditioned and contingent upon the Landlord  consenting
hereto by  executing  and  delivering a  counterpart  of the consent of Landlord
attached hereto as Exhibit "E" as (the "Consent


                                       16
<PAGE>

Agreement").  In the event Landlord's consent is not obtained within thirty (30)
days after the date hereof,  as evidenced by its  execution and delivery of this
Sublease and the Consent Agreement,  this Sublease shall automatically terminate
and become null and void, and neither  Sublandlord  nor Subtenant shall have any
further  obligations or liability hereunder or to each other with respect to the
Premises.  In connection  with obtaining  Landlord's  consent,  Sublandlord  and
Subtenant  acknowledge  and agree that Landlord is requiring that all legal fees
and costs  associated  with obtaining its consent to this Sublease be reimbursed
to Landlord.  Accordingly,  Sublandlord and Subtenant acknowledge and agree that
Sublandlord  shall be  responsible  to  reimburse  to  Landlord  not  more  than
$2,500.00 in connection  with such  reimbursement  and that  Subtenant  shall be
responsible  for any and all costs to reimbursed to Landlord in excess  thereof.
If such  amounts are billed  through  Sublandlord  then  Subtenant  shall pay to
Sublandlord  the costs of any and all such  reimbursement  which is in excess of
$2,500.00 within ten (10) days of Sublandlord's invoice; therefore, and any such
amounts due Sublandlord hereunder shall be deemed additional rent due under this
Sublease.

      20.  EXAMINATION.   Submission  of  this  instrument  for  examination  or
signature by Subtenant  does not  constitute a reservation  of or option for the
Premises or in any manner bind Sublandlord, and no lease, sublease or obligation
on  Sublandlord  shall arise until this  instrument  is signed and  delivered by
Sublandlord  and  Subtenant and the consent of Landlord is obtained as described
in Section 19 above;  provided,  however,  that the  execution  and  delivery by
Subtenant of this Sublease to Sublandlord  shall constitute an irrevocable offer
by  Subtenant  to  sublease  the  Premises  on the terms and  conditions  herein
contained,  which offer may not be revoked for five (5) business days after such
delivery.

      21. SECURITY  DEPOSIT.  Subtenant  concurrently with the execution of this
Sublease, shall deposit with Sublandlord cash or a letter of credit (the "Letter
of Credit") equal to three (3) month's Minimum Rent. Such letter of credit shall
be in a form  satisfactory to Sublandlord (in its sole and absolute  discretion)
and issued upon a federally  chartered bank with a minimum long term debt rating
of "A",  with a branch in San Diego,  California  for purposes of  Sublandlord's
ability to draw thereon and shall  otherwise be  satisfactory to Sublandlord (in
its sole and  absolute  discretion).  Further,  such  letter of credit  shall be
irrevocable,  "evergreen",  "clean"  and  in the  full  amount  required  naming
Sublandlord  as  beneficiary,  and providing for partial and multiple  draws and
shall otherwise be satisfactory  to Sublandlord as set forth  hereinabove.  Such
letter of credit  shall be held by  Sublandlord  as  security  for the  faithful
performance  by  Subtenant  of all  terms,  covenants  and  conditions  of  this
Sublease. Subtenant agrees that Sublandlord may apply (or draw upon, as the case
may be) the  security  deposit to remedy any failure by  Subtenant  to repair or
maintain the Premises or to perform any other terms,  covenants  and  conditions
contained  herein  or make  any  payment  owing  hereunder,  all  following  the
expiration of applicable notice and cure periods. The security deposit shall not
serve as an advance  payment of rent or a measure of  Sublandlord's  damages for
any default.  Subtenant  waives the provisions of California  Civil Code Section
1950.7,  and all other  provisions  of law now in force or that  become in force
after the date hereof,  that provide that  Sublandlord may claim from a security
deposit  only those sums  reasonably  necessary  to remedy any  defaults  in the
payment  of rent,  to repair  any damage  caused by  Subtenant,  or to clean the
Premises.


                                       17
<PAGE>

If Subtenant has kept and performed all terms,  covenants and conditions of this
Sublease during the term,  Sublandlord  will,  within thirty (30) days after the
expiration hereof, promptly return the security deposit to Subtenant or the last
permitted  assignee of  Subtenant's  interest  hereunder  or assign the security
deposit to Landlord as provided in the Consent Agreement. Should Sublandlord use
(or draw upon,  as the case may be) any portion of the security  deposit to cure
any default by Subtenant  hereunder,  Subtenant  shall  forthwith  replenish the
security  deposit to the original amount.  Sublandlord  shall not be required to
keep the security  deposit  separate from its general funds, and Subtenant shall
not be entitled to interest on any such deposit.  Subtenant hereby  acknowledges
and agrees that  Sublandlord may draw upon such letter of credit at such time as
Sublandlord is permitted to do so under this paragraph 21 or if Subtenant  fails
to provide  Sublandlord with a replacement letter of credit no later than thirty
(30) days  prior to the  expiration  date of any then  held  letter of credit in
Sublandlord's  possession.  In the event  Sublandlord  draws down such letter of
credit,  then  Sublandlord  shall hold such cash security  deposit in accordance
with the terms and provisions of this paragraph 21.

      22. FURNITURE AND FIXTURES.  Subtenant hereby covenants and agrees that it
shall  purchase all of the  furniture  and fixtures  located in the Premises and
scheduled  on the  schedule  attached to this  Sublease as EXHIBIT "C" at a cost
equal  to  $409,375.00  (the  "Furniture   Cost").   Sublandlord  and  Subtenant
acknowledge  and agree that the Furniture Cost is full and actual  consideration
for the purchase of such furniture and fixtures from Sublandlord and not as rent
or  additional  consideration  for  occupancy  of the  Premises by  Subtenant or
enhancement  of the rent due  under  this  Sublease.  In  connection  therewith,
Subtenant  shall pay the Furniture Cost to Sublandlord  within fifteen (15) days
after the Commencement  Date, failing which Subtenant shall be deemed in default
under  this  Sublease.   Upon  Sublandlord's  receipt  of  the  Furniture  Cost,
Sublandlord  shall  provide to Subtenant a bill of sale to  Subtenant  conveying
Sublandlord's  interests in such  furniture  and  fixtures to Subtenant  without
representation  and warranty of any kind except to warrant that (i)  Sublandlord
has merchantable title to such items, and (ii) that such items are conveyed free
and clear of any liens or security  interests  of  Landlord or any other  party.
Warranties  expressly  disclaimed  include,  without  limitation,  warranties of
merchantability,  fitness for a particular  purpose or any other thing or nature
whatsoever.  The  form of such  bill of sale is  attached  to this  Sublease  as
EXHIBIT  "D".   Notwithstanding   the  foregoing,   Sublandlord   and  Subtenant
acknowledge and agree that in no event shall the furniture and fixtures conveyed
to Subtenant pursuant to said bill of sale include the telecommunications system
(including,  with  limitation,  all  switching  equipment)  located  within  the
Premises, it being Sublandlord's intention to remove all such equipment from the
Premises prior to the  Commencement  Date. In addition,  as to the  Non-Included
Cafeteria Equipment (as defined in the Consent  Agreement),  Subtenant shall own
such  items in their  AS-IS  condition  and shall  have the right to remove  and
dispose of such items; provided if required by Landlord,  Subtenant shall remove
such items at the  expiration or sooner  termination  of the Sublease and repair
all damage caused by such removal.

      23. PARKING. During the term of this Sublease, so long as Subtenant is not
in default under this Sublease, Subtenant and its employees shall be entitled to
use Subtenant's Percentage Share of the parking rights granted to Sublandlord as
Tenant, under the Prime Lease, including,


                                       18
<PAGE>

without limitation, the terms and provisions of Section 4.G. of the Prime Lease.
Subtenant  acknowledges and agrees that its right to use such parking area shall
be upon the  terms and  conditions  set  forth in the  Prime  Lease,  including,
without  limitation,  any and all rules and regulations  promulgated by Landlord
with respect thereto.

      24. ROOF RIGHTS.  Sublandlord  and  Subtenant  acknowledge  and agree that
Subtenant desires to, at its sole cost and expense,  install a satellite dish on
the roof of the  Building.  So long as  Subtenant  is not in default  under this
Sublease,  Sublandlord  hereby  consents  to the  installation  of same upon the
following  terms and  conditions:  (i)  Subtenant  shall  obtain the approval of
Landlord and Sublandlord with respect to all aspects of the installation of such
satellite dish,  including,  without  limitation,  the plans and  specifications
therefor,  the manner of installation of same and the location of same; and (ii)
the right  granted to Subtenant  hereunder  shall be subject to all of the terms
and  conditions  of the  Prime  Lease.  In  addition  to  such  satellite  dish,
Sublandlord  acknowledges  and  agrees  that  Subtenant  may desire to install a
central  mechanical  plant  on the  roof  of the  Premises  and so  long  as the
Subtenant obtains the consent of Landlord and Sublandlord as required  hereunder
and under the Prime Lease,  Subtenant  shall be permitted to utilize the roof of
the Premises to install such a central mechanical plant.

      25.  GENERATOR.  Sublandlord  and  Subtenant  acknowledge  and agree  that
adjacent to the  Premises is an  emergency  diesel  generator  owned by Landlord
which  services  the  Premises  and that same  shall  remain in place and may be
utilized by Subtenant at no additional  cost payable to Sublandlord  for the use
of such  generator  throughout  the term of this  Sublease;  provided,  however,
Subtenant shall be solely responsible for any and all costs passed through under
the Prime  Lease or  otherwise  related to such  generator,  including,  without
limitation,  those costs  associated with the insuring,  operation,  maintenance
and/or repair of such generator throughout the term of this Sublease.

      26. SIGNAGE.  Sublandlord and Subtenant hereby  acknowledge and agree that
so long as Subtenant is not in default under this Sublease,  Subtenant  shall be
granted the right provided to  Sublandlord,  as Tenant under the Prime Lease, to
install the Building Sign as set forth in Section 31 of the Prime Lease, subject
to the following terms and conditions:

                  (i)   in no event shall Subtenant be permitted to install such
                        Building Sign unless and until Subtenant obtains any and
                        all  necessary   approvals  in   connection   therewith,
                        including, without limitation, the approval of Landlord,
                        Sublandlord  and any  necessary  governmental  entity or
                        agency having jurisdiction over the Premises;

                  (ii)  Subtenant  shall  comply  with  all  of  the  terms  and
                        provisions  of the  Prime  Lease  and this  Sublease  in
                        connection with the installation of same.

      27. MEMORANDUM OF SUBLEASE.  If required by Chicago Title Company to issue
a subleasehold  policy of title  insurance to Subtenant and so long as Subtenant
has obtained Landlord's


                                       19
<PAGE>

consent  thereto,  Sublandlord  agrees to  execute,  acknowledge  and deliver to
Subtenant for  recordation  purposes a memorandum of this Sublease,  in form and
content  reasonably   satisfactory  to  Sublandlord;   provided,   however,  the
obligation of Sublandlord to execute,  acknowledge and deliver such a memorandum
shall  be   conditioned   upon  the  delivery  by   Subtenant   to   Sublandlord
contemporaneously  therewith a fully executed quitclaim deed or other instrument
sufficient  to release such  memorandum  of this  Sublease  from the  applicable
public  records  upon the  expiration  of the term of this  Sublease  or earlier
termination thereof. Sublandlord shall hold such instrument until the expiration
of the term of this Sublease or the earlier termination thereof.

      28. COUNTERPART: EXECUTION. This Sublease may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which  counterparts  taken together shall  constitute but
one  and  the  same  instrument.  Signature  pages  may  be  detached  from  the
counterparts  and attached to a single copy of this Sublease to physically  form
one  document.  This  Sublease may also be delivered  by  telefacsimile  and any
signature  of a party on a  telefacsimile  copy  shall  be  binding.  Any  party
delivering an executed  counterpart of this Sublease by telefacsimile shall also
deliver  by  overnight  service  to the  other  party  or  parties  an  original
counterpart  of this  Sublease,  provided  the  failure to  deliver an  original
counterpart shall not affect the validity,  enforceability and binding effect of
this Sublease.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       20
<PAGE>

      IN WITNESS WHEREOF,  Sublandlord and Subtenant have executed this Sublease
as of the date aforesaid.

                                                SUBLANDLORD:

                                                GATEWAY, INC.
                                                a Delaware corporation

ATTEST:

By:                                             By: /s/ Stephen Smurthwaite
    -----------------------------                   ----------------------------
  Its:                                            Its: Vice President
       --------------------------                      -------------------------

STATE OF CALIFORNIA )
                    ) SS:
COUNTY OF SAN DIEGO )

      On this 10th day  of  DECEMBER, 2001,  before me, the  undersigned  Notary
Public in and for said County and State, personally appeared STEPHEN SMURTHWAITE
of GATEWAY, a VICE PRESIDENT who executed the foregoing  instrument on behalf of
said corporation for the purposes therein  expressed.  He is personally known to
me and did not take an oath. In witness whereof, I have hereunto set my hand and
official seal the day and year last above written.

-----------------------------------
M            REBECCA L. MOOT       M         /s/ Rebecca L. Moot
G            COMM. # 1244581       G         -----------------------------------
C [SEAL] NOTARY PUBLIC-CALIFORNIA  C         Notary Public
1           SAN DIEGO COUNTY       1         Printed/Typed Name: Rebecca L. Moot
        COMM. EXP. DEC. 4, 2003                                  ---------------
-----------------------------------          Commission No.: 1244581
                                                             -------------------
                                             My commission expires: 12-4-03
                                                                    ------------


                                       21
<PAGE>

                                                SUBTENANT:

                                                CELGENE CORPORATION,
                                                a Delaware corporation

ATTEST:

By:                                             By: /s/ Robert J. Hugin
    -----------------------------                   ----------------------------
  Its:                                            Its: SVP & CFO
       --------------------------                      -------------------------

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
================================================================================

State of California   )
                      )  ss.
County of San Diego   )

On December 11, 2001, before me, Sholita Packer, Notary Public,
                                 -----------------------------------------------
                                           Name and Title of Officer
                                        (e.g., "Jane Doe, Notary Public")
personally appeared Robert J. Hugin,
                    ------------------------------------------------------------
                                        Name(s) of Signer(s)

                                          |_| personally known to me
                                          |X| proved to me on the basis of
                                          satisfactory evidence

                                          to  be  the   person   whose  name  is
--------------------------------------    subscribed  to  the  within instrument
N              SHOLITA PACKER        N    and   acknowledged  to  me   that   he
N          Commission # 1289382      N    executed  the  same in his  authorized
A [SEAL] Notary Public - California  A    capacity, and  that  by  his signature
1            San Diego County        1    on  the instrument the person,  or the
       My Comm. Expires Jan 5, 2005       entity upon behalf of which the person
--------------------------------------    acted, executed the instrument.

                                          WITNESS my hand and official seal.


                                          /s/ Sholita Packer
                                          --------------------------------------
Place Notary Seal Above                       Signature of Notary Public


----------------------------------- OPTIONAL -----------------------------------

 Though the information below is not required by law, it may prove valuable to
    persons relying on the document and could prevent fraudulent removal and
                 reattachment of this form to another document.

DESCRIPTION OF ATTACHED DOCUMENT

Title or Type of Document: Sublease
                           -----------------------------------------------------

Document Date: December 10, 2001     Number of Pages: 23
               --------------------                   --------------------------

Signer Other Than Named Above: N/A
                               -------------------------------------------------

CAPACITY CLAIMED BY SIGNER

Signer's Name: Robert J. Hugin
               ----------------------------------------------  -----------------
                                                               RIGHT THUMBPRINT
|_| Individual                                                     OF SIGNER
|X| Corporate Officer -- Title: SVP, Chief Financial Officer   -----------------
|_| Partner -- |_| Limited |_| General                         Top of thumb here
|_| Attorney in Fact
|_| Trustee
|_| Guardian or Conservator
|_| Other: __________________________________________________    [THUMB PRINT]

Signer Is Representing: Self
                        -------------------------------------  -----------------

================================================================================

(C) 1999 National Notary Association o 9350 De
Soto Ave., P.O. Box 2402 o Chatsworth, CA
91313-2402 o www.nationalnotary.org
                                 Prod. No. 5907
                                          Reorder: Call Toll-Free 1-800-876-6827


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