Filed by Bowne Pure Compliance





Exhibit 10.52




EMPLOYMENT AGREEMENT




between




Celgene
International Sàrl,




(“Employer”)




and




Mr. Aart Brouwer,




(“Employee”)





	1.	 	POSITION AND RESPONSIBILITIES

	 
	1.1	 	The Employer hereby employs the Employee and the Employee accepts employment
as Chairman International and Senior Advisor to Celgene Chairman and Chief Executive Officer.

	 
	1.2	 	The Employee’s responsibilities are specified by the Employer. The Employee’s
responsibilities may, from time to time, be modified by the Employer to perform other
assignments or assume further responsibilities. The Employee’s other rights and obligations shall not be affected by such modification.

	 
	1.3	 	Unless the Employer provides otherwise, the Employee reports to Dr. Sol J. Barer,
Chairman and Chief Executive Officer.

	 
	1.4	 	Place of work is presently Meggan and Boudry, Switzerland as business dictates and
time is flexible and will be guided and based on the needs of the business as appropriate. The Employee’s position includes a level of travel activities commensurate to
effectively perform the position responsibilities.





 


 









 




	2.	 	REMUNERATION

	 
	2.1	 	Salary

	 
	 	 	The Employee shall receive an annual gross base salary of CHF 500,000 paid in 12 equal
installments to be paid on the final payday of each month.

	 
	2.2	 	Bonus Payments

	 
	 	 	In addition to the fixed base salary in accordance with paragraph 2.1 above, the
Employee shall be entitled in year one of this two year contract to a performance bonus of
CHF 340,000 based on the achievement of agreed upon performance objectives and a performance
bonus of CHF 200,000 based on the achievement of agreed upon performance objectives in year
two.

	 
	2.3	 	Stock Options

	 
	 	 	Upon execution of this contract, pursuant to approval by the Compensation Committee of the
Board of Directors of Celgene Corporation, the Employee will receive
a one-time grant of a
stock option to purchase 25,000 shares of Celgene common stock. Grants are made at fair
market value on the date of the grant, and this grant will vest 25% each year for over a
four year vesting period.

	 
	2.4	 	Deductions

	 
	 	 	The salary and bonus payments are gross payments. The Employee’s share in the prevailing
premiums for social security insurances mandatory under Swiss law such as “AHV”, “IV”,
“ALV”, “EO” etc., as well as for the pension plan maintained by the Employer (cf.
paragraph. 4 hereafter) shall be deducted from the payments made to the Employee. In
addition, the Employee agrees he has provided to the Employer certification that he will
not be required to pay taxes at source. The Employee will himself have to report and pay
taxes.

	 
	2.3	 	Financial Planning

	 
	 	 	Each calendar year for the two year duration of this contract, Celgene will provide payment
up to CHF 17,000 for the sole purpose of financial planning.

	 
	2.5	 	Further Payments

	 
	 	 	Unless otherwise expressly agreed upon in writing, the payment of any other gratuities,
profit shares, premiums or other extra payments shall be on a voluntary basis, subject to
the provision that even repeated payments without the reservation of voluntarily shall not
create any legal claim for the Employee, either in respect to their cause or their amount,
either for the past or for the future.





 


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	3.	 	EXPENSES

	 
	3.1	 	The Employer shall reimburse the Employee upon submission of appropriate vouchers for
reasonable and customary business travel expenses in accordance with the
applicable Employer’s guidelines as in force from time to time. The Employee shall
submit such expense vouchers monthly.

	 
	3.2	 	In addition, the Employee
will be authorized to use the services of a company paid car
while commuting to Boudry for business related reasons.

	 
	4.	 	PENSION FUND

	 
	4.1	 	As the Employee have requested, he will only participate in a stakeholder based Pension
rather than that which is provided by Celgene to all employees. The Employee will be subject
to the mandatory requirements of the Federal Law on Occupational Old Age, Survivors and
Disability Benefit Plan (“BVG”). Employer and Employee shall pay their shares in the pension
plan according to the applicable pension regulations and the terms of the pension plan
administered by Winterthur Columna.

	 
	5.	 	SICKNESS / INSURANCE, “EMPLOYEE’S PREVENTION FROM WORK”

	 
	5.1	 	If the Employee is by no fault of his own and due to reasons inherent in his person, such as
for example sickness, accident or military service, prevented from performing work, the
Employer will, after the first three months of employment, continue to pay the Employee’s
salary according to the following:






	 	 	 
	1–90 days

	 	100% of insured base salary
	91–720 days

	 	80% of insured base salary







	 	 	Nothing in this paragraph 5.3 shall in any way limit the parties’ freedom to give notice of
termination; once the employment terminated, the Employer shall no longer have the
obligation to make any salary payments but the Employee shall receive the benefits
according to the Pension Scheme, if any.

	 
	6.	 	WORKING HOURS / VACATIONS

	 
	6.1	 	The Employee agrees to exercise his best efforts to successfully and carefully accomplish the duties assigned to him.

	 
	6.2	 	The Employee shall be entitled to 23 working days of paid vacations per calendar
year, in addition to public and bank holidays.





 


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	7.	 	DUTIES OF LOYALTY AND CONFIDENTIALITY

	 
	7.1	 	The Employee shall devote his efforts exclusively to the Employer in furtherance of the
Employer’s interests. Any engagement in additional occupations for remuneration or any
participation in any kind of enterprise requires the written consent of the Employer. This
shall not apply to the usual acquisition of stocks or other shares for investment purposes.
Membership in the board of directors or supervisory board of other companies shall also
require the written approval of the Employer. The employee acknowledges the company policy regarding Board of Director appointments of no more
than two appointments so as to fully ensure balance against outside Board commitments and
Celgene objectives.

	 
	7.2	 	The Employee shall during the period of employment with the Employer and at any
time thereafter, keep secret any confidential information concerning the business,
contractual arrangements, deals, transactions or particular affairs of the Employer or
its affiliates and will not use any such information for his own benefit or the benefit of
others. This obligation shall also exist with respect to any protected data and confidential information of third parties that the Employee gets to know while performing
the obligations under this Agreement.

	 
	7.3	 	Upon termination of this Agreement for any reason, the Employee shall return to the
Employer all files and any company documents concerning the business of the Employer and its affiliates in his possession or open to his access, including all designs,
customer and price lists, printed material, documents, sketches, notes, drafts as well
as copies thereof, regardless whether or not the same are originally furnished by the
Employer or its affiliates.

	 
	8.	 	INVENTIONS

	 
	8.1	 	All intellectual property rights including but not limited to patent rights, design rights,
copyrights and related rights, database rights, trademark rights and chip rights as well
as any rights in know how ensuing from the work performed by the Employee during
the term of his employment (hereinafter the “Intellectual Property Rights”), shall exclusively vest in the Employer. The Employee may not, without the Employer’s written
consent, disclose, multiply, use, manufacture, bring on the market or sell, lease, deliver or otherwise trade, offer, or register the results of his work. Any inventions while
performing the employment contract but not in performance of a contractual obligation
will be compensated appropriately (Art.332 paragraph. 4 CO).

	 
	8.2	 	Insofar as rights that are mentioned in section 8.1 above and are related to the Intellectual Property Rights are not vested in the Employer by operation of law or based on
section 8.1 above, the Employee covenants that he will transfer and, insofar as possible, hereby transfers to the Employer such rights provided, however, that the Employer may renounce such transfer or transfer back to the Employee any such
 Intellectual Property Rights at any time. If a transfer should not be possible under the applicable law, then the Employee shall grant to the Employer a perpetual, transferable,
royalty-free license to use such Intellectual Property Rights.

	 
	8.3	 	The Employer is entitled to transfer the Intellectual Property Rights in full or in part to
any third party. The Employer and such third parties are not obliged to mention the Employee
as the author if they publish any inventions, computer programs or other works. They are free
to make any modifications, translations and/or other adaptations and/or can refrain from making any publications.





 


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	9.	 	DATA PROTECTION

	 
	 	 	With the execution of this Agreement, the Employee consents that the Employer may store,
transfer, adapt and delete all personal data in connection with this employment
relationship. The Employee acknowledges that personal data may be transferred to companies
outside Switzerland affiliated with the Employer, in particular to Celgene Corporation in
the U.S. However all such data transfer shall be guided to be in full compliance with Swiss
Data Protection Law.

	 
	10.	 	RESTRAINT OF COMPETITION

	 
	 	 	The Employee shall not, during the term of his employment and for a 12 months period after
the end of the employment, perform any activity competing with the Employer in specific
subject areas in which the Employee was active or to which he had access during his work
for Celgene.

	 
	 	 	In particular, the Employee agrees:







	 	•	 	not to have, directly or indirectly, any financial or other interest in a business or
company which develops, produces, markets or distributes products substantially similar
to the products of the Employer or its affiliated companies or to render services
similar to those rendered by the Employer or its affiliated companies (a “Competitor”);

	 
	 	•	 	not to accept any part or full time employment in such a Competitor or to act as
consultant, agent or representative of or in any other capacity for such a Competitor;

	 
	 	•	 	not to directly or indirectly establish such a Competitor.







	11.	 	SANCTIONS

	 
	 	 	The Employee understands that a violation of the obligations under article 10 of this
Agreement might cause serious damage to the Employer. In the event the Employee violates an
obligation under article 10 of this Agreement, the Employer shall be entitled to seek
judicial enforcement of such obligation, Furthermore, the Employee agrees to pay to the
Employer an amount of CHF 585,000 as liquidated damages upon each violation of a duty or
obligation under article 10. The payment of the liquidated damages does not relieve the
Employee from the obligations under article 10 of this Agreement. The Employer’s right to
claim damages exceeding the amount of liquidated damages is expressly reserved.





 


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	12.	 	DURATION AND TERMINATION

	 
	12.1	 	This Employment Agreement shall be effective as of November 1, 2008 and last for a fixed
period of two years terminating, without any notice being required, on December 31, 1010.

	 
	13.	 	MISCELLANEOUS

	 
	13.1	 	This Employment Agreement replaces all prior understandings and/or contracts between the parties.

	 
	13.2	 	Amendments and additions to this Agreement including this clause must be in writing
to be effective. This form requirement does not apply to the notice of termination,
which does not require a particular form.

	 
	13.3	 	Should one or several provisions of this Agreement prove invalid, in part or in whole,
such invalid provision(s) shall not affect the validity of the other provisions in this
Agreement. The invalid provision(s) shall be replaced by such valid provision(s) that
best meet(s) the parties’ intention when agreeing on the invalid provision(s).

	 
	14.	 	APPLICABLE LAW

	 
	14.1	 	This Employment Agreement shall be governed by Swiss law.






	 	 	 	 	 	 	 	 	 
	Place

	 	and date
	 	 	 	Place and date	 	 
	 
	 	 	 	 	 	 	 	 
	Summit, NJ 10-7-08	 	 	 	/s/ Sol J. Barer	 	 
	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	Sol J. Barer	 	 
	 
	 	 	 	 	 	 	 	 
	The Employer	 	 	 	The Employee	 	 
	 
	 	 	 	 	 	 	 	 
	Celgene International Sàrl	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	7 Oct 08	 	 	 	/s/ Aart Brouwer	 	 
	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	Aart Brouwer	 	 







 


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