EX-10.1

                               CELGENE CORPORATION
                            1998 STOCK INCENTIVE PLAN
                   (AMENDED AND RESTATED AS OF APRIL 23, 2003)

                                   Article 1.
                                    PURPOSE

        The purpose of this Celgene Corporation 1998 Stock Incentive Plan, as
amended and restated (the "Plan") (known prior to April 23, 2003 as the 1998
Long-Term Incentive Plan), is to enhance the profitability and value of the
Company and its Affiliates for the benefit of its stockholders by enabling the
Company to offer selected management (excluding Non-Employee Directors) and
other employees of the Company and its Affiliates, stock based incentives and
other equity interests in the Company, thereby creating a means to raise the
level of stock ownership by employees in order to attract, retain and reward
such employees and strengthen the mutuality of interests between employees and
the Company's stockholders.

                                   Article 2.
                                  DEFINITIONS

        For purposes of this Plan, the following terms shall have the following
meanings:

        2.1     "Affiliate" shall mean other than the Company, (i) any
Subsidiary,(ii) any corporation in an unbroken chain of corporations ending with
the Company which owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain,
(iii) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is controlled 50% or more
(whether by ownership of stock, assets or an equivalent ownership interest or
voting interest) by the Company or one of its Affiliates, or (iv) any other
entity, approved by the Committee as an Affiliate under the Plan, in which the
Company or any of its Affiliates has a material equity interest.

        2.2     "Award" shall mean any award under this Plan of any Stock
Option, Restricted Stock, Stock Appreciation Right, or Performance-Based Award.
All Awards, shall be granted by, confirmed by, and subject to the terms of, a
written agreement executed by the Company and the Participant.

        2.3     "Board" or "Board of Directors" shall mean the Board of
Directors of the Company.

        2.4     "Cause" shall mean, with respect to a Participant's Termination
of Employment: (i) in the case where there is no employment agreement,
consulting agreement, change in control agreement or similar agreement in effect
between the Company or an Affiliate and the Participant at the time of the
relevant grant or Award, or where there is an employment agreement, consulting
agreement, change in control agreement or similar agreement in effect at the
time of the relevant grant or Award but such agreement does not define "cause"
(or words of like import), termination due to a Participant's dishonesty, fraud,
insubordination, willful

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misconduct, refusal to perform services (for any reason other than illness or
incapacity) or materially unsatisfactory performance of his or her duties for
the Company or an Affiliate or (ii) in the case where there is an employment
agreement, consulting agreement, change in control agreement or similar
agreement in effect between the Company or an Affiliate and the Participant at
the time of the relevant grant or Award that defines "cause" (or words of like
import) and a "cause" termination would be permitted under such agreement at
that time, termination that is or would be deemed to be for "cause" (or words of
like import) as defined under such agreement; provided, that with regard to any
agreement that conditions "cause" on occurrence of a change in control, such
definition of "cause" shall not apply until a change in control actually takes
place and then only with regard to a termination thereafter.

        2.5     "Change in Control" shall have the meaning set forth in Article
11.

        2.6     "Code" shall mean the Internal Revenue Code of 1986, as amended.

        2.7     "Committee" shall mean a Management Compensation and Development
Committee or such other committee or subcommittee appointed from time to time by
the Board, which shall be intended to consist of two (2) or more non-employee
directors, each of whom shall be, to the extent required by Rule 16b-3 (as
defined herein), a "non-employee director" as defined in Rule 16b-3 and, to the
extent required by Section 162(m) of the Code and any regulations thereunder, an
"outside director" as defined under Section 162(m) of the Code. Notwithstanding
the foregoing, if and to the extent that no Committee exists which has the
authority to administer the Plan, the functions of the Committee shall be
exercised by the Board. If for any reason the appointed Committee does not meet
the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance
with the requirements of Rule 16b- 3 or Section 162(m) of the Code shall not
affect the validity of the Awards, grants, interpretations or other actions of
the Committee.

        2.8     "Common Stock" means the common stock, $.01 par value per share,
of the Company.

        2.9     "Company" means Celgene Corporation, a Delaware corporation, and
its successors by merger, consolidation or otherwise.

        2.10    "Disability" shall mean, with respect to an Eligible Employee, a
permanent and total disability as defined in Section 22(e)(3) of the Code. A
Disability shall only be deemed to occur at the time of the determination by the
Committee or the Board, as the case may be, of the Disability.

        2.11    "Effective Date" shall mean May 4, 1998, subject to Article 15.

        2.12    "Eligible Employees" shall mean the employees of the Company and
its Affiliates who are eligible pursuant to Article 5 to be granted Awards under
this Plan.

        2.13    "Exchange Act" shall mean the Securities Exchange Act of 1934.

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        2.14    "Fair Market Value" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date the last sales price reported for the
Common Stock on the applicable date (i) as reported by the principal national
securities exchange in the United States on which it is then traded, or (ii) if
not traded on any such national securities exchange, as quoted on an automated
quotation system sponsored by the National Association of Securities Dealers.
For purposes of the exercise of any Stock Appreciation Right the applicable date
shall be the date a notice of exercise is received by the Committee or, if not a
day on which the applicable market is open, the next day that it is open.

        2.15    "Family Member", shall mean, with respect to any Participant,
any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in- law, including adoptive
relationships, any person sharing the Participant's household (other than a
tenant or employee), a trust in which these persons have more than 50% of the
beneficial interest, a foundation in which these persons (or the Participant)
control the management of assets, and any other entity in which these persons
(or the Participant) own more than 50% of the voting interests.

        2.16    "Incentive Stock Option" shall mean any Stock Option awarded
under this Plan intended to be and designated as an "Incentive Stock Option"
within the meaning of Section 422 of the Code.

        2.17    "Limited Stock Appreciation Right" shall mean an Award made
pursuant to Section 8.5 of the Plan which may be a Tandem Stock Appreciation
Right or a Non-Tandem Stock Appreciation Right.

        2.18    "Non-Employee Director" shall mean a director of the Company who
is not an active employee of the Company or an Affiliate.

        2.19    "Non-Qualified Stock Option" shall mean any Stock Option awarded
under this Plan that is not an Incentive Stock Option.

        2.20    "Participant" shall mean an Eligible Employee to whom an Award
has been made pursuant to this Plan.

        2.21    "Performance-Based Award" shall mean an Award made pursuant to
Article 9 of this Plan of a right to receive awards of Common Stock and other
Awards (including awards of cash) that are valued in whole or in part by
reference to, or are payable in or otherwise based on, Common Stock or
attainment of pre-established performance goals.

        2.22    "Performance Criteria" has the meaning set forth in Exhibit A.

        2.23    "Performance Goal" means the objective performance goals
established by the Committee and, if desirable for purposes of Section 162(m) of
the Code, based on one or more Performance Criteria.

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        2.24    "Performance Period" means three consecutive fiscal years of the
Company, or such shorter period as determined by the Committee in its
discretion.

        2.25    "Restricted Stock" shall mean an award of shares of Common Stock
under this Plan that is subject to restrictions under Article 7.

        2.26    "Restriction Period" shall have the meaning set forth in
Subsection 7.3(a) with respect to Restricted Stock for Eligible Employees.

        2.27    "Retirement" shall mean a Participant's Termination of
Employment without Cause at or after age fifty-five (55). Notwithstanding the
foregoing, with respect to any Stock Option outstanding on June 18, 2002, with
an exercise price greater than the Fair Market Value of a share of Common Stock
on such date or any Stock Option granted on or after June 18, 2002, "Retirement"
shall also mean a Participant's Termination of Employment due to a voluntary
resignation at or after the attainment of age fifty-five (55) and the completion
of five (5) years of service as determined by the Committee in its sole
discretion (after taking into account any breaks in service).

        2.28    "Rule 16b-3" shall mean Rule 16b-3 under Section 16(b) of the
Exchange Act as then in effect or any successor provisions.

        2.29    "Section 162(m) of the Code" shall mean the exception for
performance-based compensation under Section 162(m) of the Code and any Treasury
regulations thereunder.

        2.30    "Stock Appreciation Right" shall mean the right (pursuant to an
Award granted under Article 8). A Tandem Stock Appreciation Right shall mean the
right to surrender to the Company all (or a portion) of a Stock Option in
exchange for an amount in cash or stock equal to the excess of (i) the Fair
Market Value, on the date such Stock Option (or such portion thereof) is
surrendered, of the Common Stock covered by such Stock Option (or such portion
thereof), over (ii) the aggregate exercise price of such Stock Option (or such
portion thereof). A Non-Tandem Stock Appreciation Right shall mean the right to
receive an amount in cash or stock equal to the excess of (x) the Fair Market
Value of a share of Common Stock on the date such right is exercised, over (y)
the aggregate exercise price of such right, otherwise than on surrender of a
Stock Option.

        2.31    "Stock Option" or "Option" shall mean any option to purchase
shares of Common Stock granted to Eligible Employees pursuant to Article 6.

        2.32    "Subsidiary" shall mean any subsidiary corporation of the
Company within the meaning of Section 424(f) of the Code.

        2.33    "Ten Percent Stockholder" shall mean a person owning stock of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or its Subsidiaries or its parent
corporations, as defined in Section 424(e) of the Code.

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        2.34    "Termination of Employment" shall mean (i) a termination of
service (for reasons other than a military or personal leave of absence granted
by the Company) of a Participant from the Company and its Affiliates or (ii)
when an entity which is employing a Participant ceases to be an Affiliate,
unless the Participant thereupon becomes employed by the Company or another
Affiliate.

        2.35    "Transfer" or "Transferred" or "Transferable" shall mean
anticipate, alienate, attach, sell, assign, pledge, encumber, charge,
hypothecate or otherwise transfer.

                                   Article 3.
                                 ADMINISTRATION

        3.1     THE COMMITTEE. The Plan shall be administered and interpreted by
the Committee.

        3.2     AWARDS. The Committee shall have full authority to grant to
Eligible Employees, pursuant to the terms of this Plan: (i) Stock Options, (ii)
Restricted Stock, (iii) Stock Appreciation Rights, and (iv) Performance-Based
Awards. In particular, the Committee shall have the authority:

                (a)     to select the Eligible Employees to whom Stock Options,
        Restricted Stock, Stock Appreciation Rights, and Performance-Based
        Awards may from time to time be granted hereunder;

                (b)     to determine whether and to what extent Stock Options,
        Restricted Stock, Stock Appreciation Rights, and Performance-Based
        Awards or any combination thereof, are to be granted hereunder to one or
        more Eligible Employees;

                (c)     to determine, in accordance with the terms of this Plan,
        the number of shares of Common Stock to be covered by each Award to an
        Eligible Employee granted hereunder;

                (d)     to determine the terms and conditions, not inconsistent
        with the terms of this Plan, of any Award granted hereunder to an
        Eligible Employee (including, but not limited to, the exercise or
        purchase price, any restriction or limitation, any vesting schedule or
        acceleration thereof, or any forfeiture restrictions or waiver thereof,
        regarding any Stock Option or other Award, and the shares of Common
        Stock relating thereto, based on such factors, if any, as the Committee
        shall determine, in its sole discretion);

                (e)     to determine whether and under what circumstances a
        Stock Option may be settled in cash and/or Common Stock under Section
        6.3(d);

                (f)     to the extent permitted by applicable law, to determine
        whether, to what extent and under what circumstances to provide loans
        (which may be on a recourse basis

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        and shall bear interest at the rate the Committee shall provide) to
        Eligible Employees in order to exercise Options under this Plan;

                (g)     to determine whether to require an Eligible Employee, as
        a condition of the granting of any Award, to not sell or otherwise
        dispose of shares acquired pursuant to the exercise of an Option or as
        an Award for a period of time as determined by the Committee, in its
        sole discretion, following the date of the acquisition of such Option or
        Award; and

                (h)     to determine whether a Stock Appreciation Right is a
        Tandem Stock Appreciation Right or Non-Tandem Stock Appreciation Right.

        3.3     GUIDELINES. Subject to Article 12 hereof, the Committee shall
have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing this Plan and perform all acts, including the
delegation of its administrative responsibilities, as it shall, from time to
time, deem advisable; to construe and interpret the terms and provisions of this
Plan and any Award issued under this Plan (and any agreements relating thereto);
and to otherwise supervise the administration of this Plan. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in this
Plan or in any agreement relating thereto in the manner and to the extent it
shall deem necessary to carry this Plan into effect but only to the extent any
such action would be permitted under the applicable provisions of Rule 16b-3 and
Section 162(m) of the Code. The Committee may adopt special guidelines and
provisions for persons who are residing in, or subject to, the taxes of,
countries other than the United States to comply with applicable tax and
securities laws and may impose any limitations and restrictions that they deem
necessary to comply with the applicable tax and securities laws of such
countries other than the United States. To the extent applicable, the Plan is
intended to comply with the applicable requirements of Rule 16b-3 and the
exception for performance-based compensation under Section 162(m) of the Code
with regard to Options, Stock Appreciation Rights and certain awards of
Performance-Based Awards and shall be limited, construed and interpreted in a
manner so as to comply therewith.

        3.4     DECISIONS FINAL. Any decision, interpretation or other action
made or taken in good faith by or at the direction of the Company, the Board, or
the Committee (or any of its members) arising out of or in connection with the
Plan shall be within the absolute discretion of all and each of them, as the
case may be, and shall be final, binding and conclusive on the Company and all
employees and Participants and their respective heirs, executors,
administrators, successors and assigns.

        3.5     RELIANCE ON COUNSEL. The Company, the Board or the Committee may
consult with legal counsel, who may be counsel for the Company or other counsel,
with respect to its obligations or duties hereunder, or with respect to any
action or proceeding or any question of law, and shall not be liable with
respect to any action taken or omitted by it in good faith pursuant to the
advice of such counsel.

        3.6     PROCEDURES. If the Committee is appointed, the Board shall
designate one of the members of the Committee as chairman and the Committee
shall hold meetings, subject to the

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By-Laws of the Company, at such times and places as it shall deem advisable. A
majority of the Committee members shall constitute a quorum. All determinations
of the Committee shall be made by a majority of the members present. Any
decision or determination reduced to writing and signed by all the Committee
members in accordance with the By-Laws of the Company, shall be fully as
effective as if it had been made by a vote at a meeting duly called and held.
The Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.

        3.7     DESIGNATION OF CONSULTANTS/LIABILITY.

                (a)     The Committee may designate employees of the Company and
        professional advisors to assist the Committee in the administration of
        the Plan and may grant authority to employees to execute agreements or
        other documents on behalf of the Committee.

                (b)     The Committee may employ such legal counsel,
        consultants, appraisers and agents as it may deem desirable for the
        administration of the Plan and may rely upon any opinion received from
        any such counsel, appraiser or consultant and any computation received
        from any such consultant, appraiser or agent. Expenses incurred by the
        Committee in the engagement of any such counsel, consultant or agent
        shall be paid by the Company. The Board, the Committee, its members and
        any employee of the Company designated pursuant to paragraph (a) above
        shall not be liable for any action or determination made in good faith
        with respect to the Plan. To the maximum extent permitted by applicable
        law, no officer or employee of the Company or member or former member of
        the Committee or of the Board shall be liable for any action or
        determination made in good faith with respect to the Plan or any Award
        granted under it. To the maximum extent permitted by applicable law and
        the Certificate of Incorporation and By-Laws of the Company and to the
        extent not covered by insurance, each officer, employee of the Company
        and member or former member of the Committee or of the Board shall be
        indemnified and held harmless by the Company against any cost or expense
        (including reasonable fees of counsel reasonably acceptable to the
        Company) or liability (including any sum paid in settlement of a claim
        with the approval of the Company), and advanced amounts necessary to pay
        the foregoing at the earliest time and to the fullest extent permitted,
        arising out of any act or omission to act in connection with the Plan,
        except to the extent arising out of such officer's, employee's, member's
        or former member's own fraud or bad faith. Such indemnification shall be
        in addition to any rights of indemnification the officers, employees,
        directors or members or former officers, directors or members may have
        under applicable law or under the Certificate of Incorporation or
        By-Laws of the Company or Affiliates. Notwithstanding anything else
        herein, this indemnification will not apply to the actions or
        determinations made by an individual with regard to Awards granted to
        him or her under this Plan.

                                   Article 4.
                           SHARE AND OTHER LIMITATIONS

        4.1     SHARES.

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                (a)     GENERAL LIMITATION. The aggregate number of shares of
        Common Stock which may be issued or used for reference purposes under
        this Plan or with respect to which all Awards may be granted shall not
        exceed 12,500,000 shares (subject to any increase or decrease pursuant
        to Section 4.2); provided, however, that notwithstanding the foregoing,
        no more than 850,000 shares (subject to any increase or decrease
        pursuant to Section 4.2) shall be subject to Awards of Restricted Stock
        or Performance-Based Awards denominated in shares of Common Stock. If
        any Option or Stock Appreciation Right granted under this Plan expires,
        terminates or is canceled for any reason without having been exercised
        in full, the number of shares of Common Stock underlying any unexercised
        Stock Appreciation Right or Option shall again be available for the
        purposes of Awards under the Plan. If any shares of Restricted Stock or
        Performance-Based Awards denominated in shares of Common Stock awarded
        under this Plan to a Participant are forfeited for any reason, the
        number of forfeited shares of Restricted Stock or Performance-Based
        Awards denominated in shares of Common Stock shall again be available
        for the purposes of Awards under the Plan. If a Tandem Stock
        Appreciation Right or a Limited Stock Appreciation Right is granted in
        tandem with an Option, such grant shall only apply once against the
        maximum number of shares of Common Stock which may be issued under this
        Plan.

                (b)     INDIVIDUAL PARTICIPANT LIMITATIONS. (i) The maximum
        number of shares of Common Stock subject to any Option or any
        Performance-Based Awards denominated in shares of Common Stock for any
        Performance Period which may be granted under this Plan during any
        fiscal year of the Company to each Eligible Employee shall be 750,000
        shares (subject to any increase or decrease pursuant to Section 4.2);
        provided, however, that if the Performance Period is less than three
        consecutive fiscal years, the maximum number of shares of Common Stock
        subject to Performance-Based Awards shall be determined by multiplying
        750,000 by a fraction, the numerator of which is the number of days in
        the Performance Period and the denominator of which is 1095.

                        (ii)    The maximum number of shares of Common Stock
                subject to any Stock Appreciation Right which may be granted
                under this Plan during any fiscal year of the Company to each
                Eligible Employee shall be 750,000 shares (subject to any
                increase or decrease pursuant to Section 4.2). If a Tandem Stock
                Appreciation Right or Limited Stock Appreciation Right is
                granted in tandem with an Option it shall apply against the
                Eligible Employee's individual share limitations for both Stock
                Appreciation Rights and Options.

                        (iii)   The maximum payment under any Performance-Based
                Awards denominated in dollars under this Plan to each Eligible
                Employee for any Performance Period shall be $4,000,000,
                provided, however, that if the Performance Period is less than
                three consecutive fiscal years, the maximum value at grant of
                Performance-Based Awards under this subparagraph (iii) shall be
                determined by multiplying $4,000,000 by a fraction, the
                numerator of which is the number of days in the Performance
                Cycle and the denominator of which is 1095.

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                        (iv)    To the extent that shares of Common Stock for
                which Awards are permitted to be granted to a Participant
                pursuant to Section 4.1(b) during a fiscal year of the Company
                are not covered by an Award in the Company's fiscal year, such
                shares of Common Stock shall not be available for grant or
                issuance to the Participant in any subsequent fiscal year during
                the term of this Plan.

        4.2     CHANGES.

                (a)     The existence of the Plan and the Awards granted
        hereunder shall not affect in any way the right or power of the Board or
        the stockholders of the Company to make or authorize any adjustment,
        recapitalization, reorganization or other change in the Company's
        capital structure or its business, any merger or consolidation of the
        Company or its Affiliates, any issue of bonds, debentures, preferred or
        prior preference stock ahead of or affecting Common Stock, the
        dissolution or liquidation of the Company or its Affiliates, any sale or
        transfer of all or part of its assets or business or any other corporate
        act or proceeding.

                (b)     In the event of any such change in the capital structure
        or business of the Company by reason of any stock dividend or
        distribution, stock split or reverse stock split, recapitalization,
        reorganization, merger, consolidation, split-up, combination or exchange
        of shares, distribution with respect to its outstanding Common Stock or
        capital stock other than Common Stock, reclassification of its capital
        stock, conversion of the Company's preferred stock, issuance of warrants
        or options to purchase any Common Stock or securities convertible into
        Common Stock, any sale or Transfer of all or part of the Company's
        assets or business, or any similar change affecting the Company's
        capital structure or business, then the aggregate number and kind of
        shares which thereafter may be issued under this Plan, the number and
        kind of shares or other property (including cash) to be issued upon
        exercise of an outstanding Option or other Awards granted under this
        Plan and the purchase price thereof shall be appropriately adjusted
        consistent with such change in such manner as the Committee may deem
        equitable to prevent substantial dilution or enlargement of the rights
        granted to, or available for, Participants under this Plan, and any such
        adjustment determined by the Committee in good faith shall be binding
        and conclusive on the Company and all Participants and employees and
        their respective heirs, executors, administrators, successors and
        assigns.

                (c)     Fractional shares of Common Stock resulting from any
        adjustment in Options or Awards pursuant to Section 4.2(a) or (b) shall
        be aggregated until, and eliminated at, the time of exercise by
        rounding-down for fractions less than one-half (1/2) and rounding-up for
        fractions equal to or greater than one-half (1/2). No cash settlements
        shall be made with respect to fractional shares eliminated by rounding.
        Notice of any adjustment shall be given by the Committee to each
        Participant whose Option or Award has been adjusted and such adjustment
        (whether or not such notice is given) shall be effective and binding for
        all purposes of the Plan.

                (d)     In the event of a merger or consolidation in which the
        Company is not the surviving entity or in the event of any transaction
        that results in the acquisition of

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        substantially all of the Company's outstanding Common Stock by a single
        person or entity or by a group of persons and/or entities acting in
        concert, or in the event of the sale or transfer of all or substantially
        all of the Company's assets (all of the foregoing being referred to as
        "Acquisition Events"), then the Committee may, in its sole discretion,
        terminate all outstanding Options and Stock Appreciation Rights of
        Eligible Employees, effective as of the date of the Acquisition Event,
        by delivering notice of termination to each such Participant at least
        twenty (20) days prior to the date of consummation of the Acquisition
        Event; provided, that during the period from the date on which such
        notice of termination is delivered to the consummation of the
        Acquisition Event, each such Participant shall have the right to
        exercise in full all of his or her Options and Stock Appreciation Rights
        that are then outstanding (without regard to any limitations on
        exercisability otherwise contained in the Option or Award Agreements)
        but contingent on occurrence of the Acquisition Event, and, provided
        that, if the Acquisition Event does not take place within a specified
        period after giving such notice for any reason whatsoever, the notice
        and exercise shall be null and void.

               If an Acquisition Event occurs, to the extent the Committee does
        not terminate the outstanding Options and Stock Appreciation Rights
        pursuant to this Section 4.2(d), then the provisions of Section 4.2(b)
        shall apply.

        4.3     PURCHASE PRICE. Notwithstanding any provision of this Plan to
the contrary, if authorized but previously unissued shares of Common Stock are
issued under this Plan, such shares shall not be issued for a consideration
which is less than as permitted under applicable law.

                                   Article 5.
                                  ELIGIBILITY

        All management (excluding Non-Employee Directors) and other employees of
the Company and its Affiliates are eligible to be granted Options, Restricted
Stock, Stock Appreciation Rights and Performance-Based Awards under this Plan.
Eligibility under this Plan shall be determined by the Committee in its sole and
absolute discretion.

                                   Article 6.
                                 STOCK OPTIONS

        6.1     OPTIONS. Each Stock Option granted hereunder shall be one of two
types: (i) an Incentive Stock Option intended to satisfy the requirements of
Section 422 of the Code or (ii) a Non-Qualified Stock Option.

        6.2     GRANTS. The Committee shall have the authority to grant to any
Eligible Employee one or more Incentive Stock Options, Non-Qualified Stock
Options, or both types of Stock Options (in each case with or without Stock
Appreciation Rights). To the extent that any Stock Option does not qualify as an
Incentive Stock Option (whether because of its provisions or the time or manner
of its exercise or otherwise), such Stock Option or the portion thereof which
does not qualify, shall constitute a separate Non-Qualified Stock Option.
Notwithstanding any

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other provision of this Plan to the contrary or any provision in an agreement
evidencing the grant of an Option to the contrary, any Option granted to an
Eligible Employee of an Affiliate (other than one described in Section 2.1(i) or
(ii)) shall be a Non-Qualified Stock Option.

        6.3     TERMS OF OPTIONS. Options granted under Article 6 of this Plan
shall be subject to Article 10 and the following terms and conditions, and shall
be in such form and contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem desirable:

                (a)     OPTION PRICE. The option price per share of Common Stock
        purchasable under an Incentive Stock Option or a Non-Qualified Stock
        Option shall be determined by the Committee at the time of grant but
        shall not be less than 100% of the Fair Market Value of the share of
        Common Stock at the time of grant; provided, however, if an Incentive
        Stock Option is granted to a Ten Percent Stockholder, the purchase price
        shall not be less than 110% of the Fair Market Value of the share of
        Common Stock at the time of grant.

                (b)     OPTION TERM. The term of each Stock Option shall be
        fixed by the Committee, but no Stock Option shall be exercisable more
        than ten (10) years after the date the Option is granted; provided,
        however, that the term of an Incentive Stock Option granted to a Ten
        Percent Stockholder may not exceed five (5) years.

                (c)     EXERCISABILITY. Stock Options shall be exercisable at
        such time or times and subject to such terms and conditions as shall be
        determined by the Committee at grant. If the Committee provides, in its
        discretion, that any Stock Option is exercisable subject to certain
        limitations (including, without limitation, that it is exercisable only
        in installments or within certain time periods), the Committee may waive
        such limitations on the exercisability at any time at or after grant in
        whole or in part (including, without limitation, that the Committee may
        waive the installment exercise provisions or accelerate the time at
        which Options may be exercised), based on such factors, if any, as the
        Committee shall determine, in its sole discretion.

                (d)     METHOD OF EXERCISE. Subject to whatever installment
        exercise and waiting period provisions apply under subsection (c) above,
        Stock Options may be exercised in whole or in part at any time during
        the Option term, by giving written notice of exercise to the Company
        specifying the number of shares to be purchased. Such notice shall be
        accompanied by payment in full of the purchase price as follows: (i) in
        cash or by check, bank draft or money order payable to the order of
        Company, (ii) if the Common Stock is traded on a national securities
        exchange, the Nasdaq Stock Market, Inc. or quoted on a national
        quotation system sponsored by the National Association of Securities
        Dealers, through the delivery of irrevocable instructions to a broker to
        deliver promptly to the Company an amount equal to the purchase price to
        the extent permitted by law, (iii) by payment in full or part in the
        form of Common Stock owned by the Participant for a period of at least 6
        months (and for which the Participant has good title free and clear of
        any liens and encumbrances) based on the Fair Market Value of the Common
        Stock on the payment date as determined by the Committee or the Board or
        (iv) on such other

                                       11
<PAGE>


        terms and conditions as may be acceptable to the Committee or the Board,
        as applicable. No shares of Common Stock shall be issued until payment
        therefor, as provided herein, has been made or provided for.

                (e)     INCENTIVE STOCK OPTION LIMITATIONS. To the extent that
        the aggregate Fair Market Value (determined as of the time of grant) of
        the Common Stock with respect to which Incentive Stock Options are
        exercisable for the first time by an Eligible Employee during any
        calendar year under the Plan and/or any other stock option plan of the
        Company or any Subsidiary or parent corporation (within the meaning of
        Section 424(e) of the Code) exceeds $100,000, such Options shall be
        treated as Options which are not Incentive Stock Options. In addition,
        if an Eligible Employee does not remain employed by the Company, any
        Subsidiary or parent corporation (within the meaning of Section 424(e)
        of the Code) at all times from the time the Option is granted until
        three (3) months prior to the date of exercise (or such other period as
        required by applicable law), such Option shall be treated as an Option
        which is not an Incentive Stock Option.

               Should the foregoing provision not be necessary in order for the
        Stock Options to qualify as Incentive Stock Options, or should any
        additional provisions be required, the Committee may amend the Plan
        accordingly, without the necessity of obtaining the approval of the
        stockholders of the Company.

               Without the written consent of the Company, no Common Stock
        acquired by a Participant upon the exercise of an Incentive Stock Option
        granted hereunder may be disposed of by the Participant within two (2)
        years from the date such Incentive Stock Option was granted, nor within
        one (1) year after the transfer of such Common Stock to the Participant;
        provided, however, that a transfer to a trustee, receiver, or other
        fiduciary in any insolvency proceeding, as described in Section
        422(c)(3) of the Code, shall not be deemed to be such a disposition.

                (f)     FORM OF OPTIONS. Subject to the terms and conditions and
        within the limitations of the Plan, an Option shall be evidenced by such
        form of agreement or grant as is approved by the Committee.

                (g)     FORM OF SETTLEMENT. In its sole discretion, the
        Committee may provide, at the time of grant, that the shares to be
        issued upon the exercise of a Stock Option shall be in the form of
        Restricted Stock, or may, in the Option agreement, reserve a right to so
        provide after the time of grant.

                (h)     OTHER TERMS AND CONDITIONS. Options may contain such
        other provisions, which shall not be inconsistent with any of the
        foregoing terms of the Plan, as the Committee shall deem appropriate
        including, without limitation, permitting "reloads." With regard to such
        "reloads", the Committee shall have the authority (but not an
        obligation) to include within any Option agreement a provision entitling
        the optionee to a further Option (a "Reload Option") if the optionee
        exercises the Option evidenced by the Option agreement, in whole or in
        part, by surrendering other shares of the Company held by the optionee
        for at least six (6) months prior to such date of surrender in
        accordance

                                       12
<PAGE>


        with the Plan and the terms and conditions of the Option agreement. Any
        Reload Option shall not be an Incentive Stock Option, shall be for a
        number of shares equal to the number of surrendered shares, the exercise
        price thereof shall be equal to the Fair Market Value of the Common
        Stock on the date of exercise of such original Option, shall become
        exercisable if the purchased shares are held for a minimum period of
        time established by the Committee, and shall be subject to such other
        terms and conditions as the Committee may determine.

                                   Article 7.
                             RESTRICTED STOCK AWARDS

        7.1     AWARDS OF RESTRICTED STOCK. Shares of Restricted Stock may be
issued to Eligible Employees either alone or in addition to other Awards granted
under the Plan. The Committee shall determine the eligible persons to whom, and
the time or times at which, grants of Restricted Stock will be made, the number
of shares to be awarded, the price (if any) to be paid by the recipient (subject
to Section 7.2), the time or times within which such Awards may be subject to
forfeiture, the vesting schedule and rights to acceleration thereof, and all
other terms and conditions of the Awards. The Committee may condition the grant
of Restricted Stock upon the attainment of specified performance goals or such
other factors as the Committee may determine, in its sole discretion.

        7.2     AWARDS AND CERTIFICATES. An Eligible Employee selected to
receive Restricted Stock shall not have any rights with respect to such Award,
unless and until such Participant has delivered a fully executed copy of the
Restricted Stock Award agreement evidencing the Award to the Company and has
otherwise complied with the applicable terms and conditions of such Award.
Further, such Award shall be subject to the following conditions:

                (a)     PURCHASE PRICE. The purchase price of Restricted Stock
        shall be fixed by the Committee. Subject to Section 4.3, the purchase
        price for shares of Restricted Stock may be the minimum permitted by
        applicable law.

                (b)     ACCEPTANCE. Awards of Restricted Stock must be accepted
        within a period of ninety (90) days (or such shorter period as the
        Committee may specify at grant) after the Award date, by executing a
        Restricted Stock Award agreement and by paying whatever price (if any)
        the Committee has designated thereunder.

                (c)     LEGEND. Each Participant receiving a Restricted Stock
        Award shall be issued a stock certificate in respect of such shares of
        Restricted Stock, unless the Committee elects to use another system,
        such as book entries by the transfer agent, as evidencing ownership of a
        Restricted Stock Award. Such certificate shall be registered in the name
        of such Participant, and shall bear an appropriate legend referring to
        the terms, conditions, and restrictions applicable to such Award,
        substantially in the following form:

                "The anticipation, alienation, attachment, sale,
                transfer, assignment, pledge, encumbrance or charge of
                the shares of stock represented hereby are subject to
                the terms and conditions (including forfeiture) of the

                                       13
<PAGE>


                Celgene Corporation (the "Company") 1998 Stock Incentive
                Plan, as amended and restated as of April 23, 2003, and
                an Agreement entered into between the registered owner
                and the Company dated . Copies of such Plan and
                Agreement are on file at the principal office of the
                Company."

                (d)     CUSTODY. The Committee may require that any stock
        certificates evidencing such shares be held in custody by the Company
        until the restrictions thereon shall have lapsed, and that, as a
        condition of any Restricted Stock Award, the Participant shall have
        delivered a duly signed stock power, endorsed in blank, relating to the
        Common Stock covered by such Award.

        7.3     RESTRICTIONS AND CONDITIONS ON RESTRICTED STOCK AWARDS. The
shares of Restricted Stock awarded pursuant to this Plan shall be subject to
Article 10 and the following restrictions and conditions:

                (a)     RESTRICTION PERIOD; VESTING AND ACCELERATION OF VESTING.
        (i) The Participant shall not be permitted to Transfer shares of
        Restricted Stock awarded under this Plan during a period set by the
        Committee (the "Restriction Period") commencing with the date of such
        Award, as set forth in the Restricted Stock Award agreement and such
        agreement shall set forth a vesting schedule and any events which would
        accelerate vesting of the shares of Restricted Stock. Within these
        limits, based on service, attainment of performance goals established
        pursuant to Section 7.3(a)(ii) below and/or such other factors or
        criteria as the Committee may determine in its sole discretion, the
        Committee may provide for the lapse of such restrictions in installments
        in whole or in part, or may accelerate the vesting of all or any part of
        any Restricted Stock Award and/or waive the deferral limitations for all
        or any part of any Restricted Stock Award.

                        (ii)    PERFORMANCE GOALS, FORMULAE OR STANDARDS. If the
                lapse of restrictions is based on the attainment of Performance
                Goals, the Committee shall establish the Performance Goals and
                the applicable vesting percentage of the Restricted Stock Award
                applicable to each Participant or class of Participants in
                writing prior to the beginning of the applicable fiscal year or
                at such later date as otherwise determined by the Committee and
                while the outcome of the Performance Goals is substantially
                uncertain. Such Performance Goals may incorporate provisions for
                disregarding (or adjusting for) changes in accounting methods,
                corporate transactions (including, without limitation,
                dispositions and acquisitions) and other similar type events or
                circumstances.

                (b)     RIGHTS AS STOCKHOLDER. Except as provided in this
        subsection (b) and subsection (a) above and as otherwise determined by
        the Committee, the Participant shall have, with respect to the shares of
        Restricted Stock, all of the rights of a holder of shares of Common
        Stock of the Company including, without limitation, the right to receive
        any dividends, the right to vote such shares and, subject to and
        conditioned upon the full vesting of shares of Restricted Stock, the
        right to tender such shares. Notwithstanding the foregoing, the payment
        of dividends shall be deferred until, and conditioned upon, the

                                       14
<PAGE>


        expiration of the applicable Restriction Period, unless the Committee,
        in its sole discretion, specifies otherwise at the time of the Award.

                (c)     LAPSE OF RESTRICTIONS. If and when the Restriction
        Period expires without a prior forfeiture of the Restricted Stock
        subject to such Restriction Period, the certificates for such shares
        shall be delivered to the Participant. All legends shall be removed from
        said certificates at the time of delivery to the Participant except as
        otherwise required by applicable law.

                                   Article 8.
                            STOCK APPRECIATION RIGHTS

        8.1     TANDEM STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may
be granted in conjunction with all or part of any Stock Option (a "Reference
Stock Option") granted under this Plan ("Tandem Stock Appreciation Rights"). In
the case of a Non-Qualified Stock Option, such rights may be granted either at
or after the time of the grant of such Reference Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of the grant
of such Reference Stock Option.

        8.2     TERMS AND CONDITIONS OF TANDEM STOCK APPRECIATION RIGHTS. Tandem
Stock Appreciation Rights granted hereunder shall be subject to such terms and
conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee, including Article 10 and the
following:

                (a)     TERM. A Tandem Stock Appreciation Right or applicable
        portion thereof granted with respect to a Reference Stock Option shall
        terminate and no longer be exercisable upon the termination or exercise
        of the Reference Stock Option, except that, unless otherwise determined
        by the Committee, in its sole discretion, at the time of grant, a Tandem
        Stock Appreciation Right granted with respect to less than the full
        number of shares covered by the Reference Stock Option shall not be
        reduced until and then only to the extent the exercise or termination of
        the Reference Stock Option causes the number of shares covered by the
        Tandem Stock Appreciation Right to exceed the number of shares remaining
        available and unexercised under the Reference Stock Option.

                (b)     EXERCISABILITY. Tandem Stock Appreciation Rights shall
        be exercisable only at such time or times and to the extent that the
        Reference Stock Options to which they relate shall be exercisable in
        accordance with the provisions of Article 6 and Article 8.

                (c)     METHOD OF EXERCISE. A Tandem Stock Appreciation Right
        may be exercised by an optionee by surrendering the applicable portion
        of the Reference Stock Option. Upon such exercise and surrender, the
        Participant shall be entitled to receive an amount determined in the
        manner prescribed in this Section 8.2. Stock Options which have been so
        surrendered, in whole or in part, shall no longer be exercisable to the
        extent the related Tandem Stock Appreciation Rights have been exercised.

                                       15
<PAGE>


                (d)     PAYMENT. Upon the exercise of a Tandem Stock
        Appreciation Right a Participant shall be entitled to receive up to, but
        no more than, an amount in cash and/or Common Stock (as chosen by the
        Committee in its sole discretion) equal in value to the excess of the
        Fair Market Value of one share of Common Stock over the Option price per
        share specified in the Reference Stock Option multiplied by the number
        of shares in respect of which the Tandem Stock Appreciation Right shall
        have been exercised, with the Committee having the right to determine
        the form of payment.

                (e)     DEEMED EXERCISE OF REFERENCE STOCK OPTION. Upon the
        exercise of a Tandem Stock Appreciation Right, the Reference Stock
        Option or part thereof to which such Stock Appreciation Right is related
        shall be deemed to have been exercised for the purpose of the limitation
        set forth in Article 4 of the Plan on the number of shares of Common
        Stock to be issued under the Plan.

        8.3     NON-TANDEM STOCK APPRECIATION RIGHTS. Non-Tandem Stock
Appreciation Rights may also be granted without reference to any Stock Options
granted under this Plan.

        8.4     TERMS AND CONDITIONS OF NON-TANDEM STOCK APPRECIATION RIGHTS.
Non-Tandem Stock Appreciation Rights granted hereunder shall be subject to such
terms and conditions, not inconsistent with the provisions of this Plan, as
shall be determined from time to time by the Committee, including Article 10 and
the following:

                (a)     TERM. The term of each Non-Tandem Stock Appreciation
        Right shall be fixed by the Committee, but shall not be greater than ten
        (10) years after the date the right is granted.

                (b)     EXERCISABILITY. Non-Tandem Stock Appreciation Rights
        shall be exercisable at such time or times and subject to such terms and
        conditions as shall be determined by the Committee at grant. If the
        Committee provides, in its discretion, that any such right is
        exercisable subject to certain limitations (including, without
        limitation, that it is exercisable only in installments or within
        certain time periods), the Committee may waive such limitation on the
        exercisability at any time at or after grant in whole or in part
        (including, without limitation, that the Committee may waive the
        installment exercise provisions or accelerate the time at which rights
        may be exercised), based on such factors, if any, as the Committee shall
        determine, in its sole discretion.

                (c)     METHOD OF EXERCISE. Subject to whatever installment
        exercise and waiting period provisions apply under subsection (b) above,
        Non-Tandem Stock Appreciation Rights may be exercised in whole or in
        part at any time during the option term, by giving written notice of
        exercise to the Company specifying the number of Non-Tandem Stock
        Appreciation Rights to be exercised.

                (d)     PAYMENT. Upon the exercise of a Non-Tandem Stock
        Appreciation Right a Participant shall be entitled to receive, for each
        right exercised, up to, but no more than, an amount in cash and/or
        Common Stock (as chosen by the Committee in its sole discretion) equal
        in value to the excess of the Fair Market Value of one share of Common

                                       16
<PAGE>


        Stock on the date the right is exercised over the Fair Market Value of
        one (1) share of Common Stock on the date the right was awarded to the
        Participant.

        8.5     LIMITED STOCK APPRECIATION RIGHTS. The Committee may, in its
sole discretion, grant Tandem and Non-Tandem Stock Appreciation Rights either as
a general Stock Appreciation Right or as a Limited Stock Appreciation Right.
Limited Stock Appreciation Rights may be exercised only upon the occurrence of a
Change in Control or such other event as the Committee may, in its sole
discretion, designate at the time of grant or thereafter. Upon the exercise of
Limited Stock Appreciation Rights, except as otherwise provided in an Award
agreement, the Participant shall receive in cash or Common Stock, as determined
by the Committee, an amount equal to the amount (i) set forth in Section 8.2(d)
with respect to Tandem Stock Appreciation Rights or (ii) set forth in Section
8.4(d) with respect to Non-Tandem Stock Appreciation Rights.

                                   Article 9.
                            PERFORMANCE-BASED AWARDS

        9.1     PERFORMANCE-BASED AWARDS. Performance-Based Awards may be
granted either alone or in addition to or in tandem with Stock Options, Stock
Appreciation Rights, or Restricted Stock. Subject to the provisions of this
Plan, the Committee shall have authority to determine the persons to whom and
the time or times at which such Awards shall be made, the number of shares of
Common Stock or dollar amount to be awarded pursuant to such Awards, and all
other conditions of the Awards. The Committee may also provide for the grant of
Common Stock or payment of dollar amount under such Awards upon the completion
of a specified Performance Period.

        For each Participant, the Committee may specify a targeted performance
award. The individual target award may be expressed, at the Committee's
discretion, as a fixed dollar amount, a percentage of base pay or total pay
(excluding payments made under the Plan), or an amount determined pursuant to an
objective formula or standard. Establishment of an individual target award for a
Participant for a calendar year shall not imply or require that the same level
individual target award (if any such award is established by the Committee for
the relevant Participant) be set for any subsequent calendar year. At the time
the Performance Goals are established, the Committee shall prescribe a formula
to determine the percentages (which may be greater than one-hundred percent
(100%)) of the individual target award which may be payable based upon the
degree of attainment of the Performance Goals during the calendar year.
Notwithstanding anything else herein, the Committee may, in its sole discretion,
elect to pay a Participant an amount that is less than the Participant's
individual target award (or attained percentage thereof) regardless of the
degree of attainment of the Performance Goals; provided that no such discretion
to reduce an Award earned based on achievement of the applicable Performance
Goals shall be permitted for the calendar year in which a Change in Control of
the Company occurs, or during such calendar year with regard to the prior
calendar year if the Awards for the prior calendar year have not been made by
the time of the Change in Control of the Company, with regard to individuals who
were Participants at the time of the Change in Control of the Company.

                                       17
<PAGE>


        9.2     TERMS AND CONDITIONS. Performance-Based Awards made pursuant to
this Article 9 shall be subject to the following terms and conditions:

                (a)     DIVIDENDS. Unless otherwise determined by the Committee
        at the time of Award, subject to the provisions of the Award agreement
        and this Plan, the recipient of an Award under this Article 9 shall be
        entitled to receive, currently or on a deferred basis, dividends or
        dividend equivalents with respect to the number of shares of Common
        Stock covered by the Award, as determined at the time of the Award by
        the Committee, in its sole discretion.

                (b)     VESTING. Any Award under this Article 9 and any Common
        Stock covered by any such Award shall vest or be forfeited to the extent
        so provided in the Award agreement, as determined by the Committee, in
        its sole discretion.

                (c)     WAIVER OF LIMITATION. In the event of the Participant's
        Retirement, Disability or death, or in cases of special circumstances,
        the Committee may, in its sole discretion, waive in whole or in part any
        or all of the limitations imposed hereunder (if any) with respect to any
        or all of an Award under this Article.

                (d)     PURCHASE PRICE. Subject to Section 4.3, Common Stock
        issued on a bonus basis under this Article 9 may be issued for no cash
        consideration; Common Stock purchased pursuant to a purchase right
        awarded under this Article 9 shall be priced as determined by the
        Committee.

                (e)     PERFORMANCE GOALS, FORMULAE OR STANDARDS. (i) The
        Committee shall establish the Performance Goals and the individual
        target award (if any) in writing prior to the beginning of the
        applicable Performance Period or at such later date as otherwise
        determined by the Committee and while the outcome of the Performance
        Goals is substantially uncertain. Such Performance Goals may incorporate
        provisions for disregarding (or adjusting for) changes in accounting
        methods, corporate transactions (including, without limitation,
        dispositions and acquisitions) and other similar type events or
        circumstances. To the extent any Performance-Based Award is intended to
        comply with the provisions of Section 162(m) of the Code, if any
        provision would create impermissible discretion under Section 162(m) of
        the Code or otherwise violate Section 162(m) of the Code, such provision
        shall be of no force or effect.

                        (ii)    The measurements used in Performance Goals set
                under the Plan shall be determined in accordance with Generally
                Accepted Accounting Principles ("GAAP"), except, to the extent
                that any objective Performance Goals are used, if any
                measurements require deviation from GAAP, such deviation shall
                be at the discretion of the Committee at the time the
                Performance Goals are set or at such later time to the extent
                permitted under Section 162(m) of the Code.

                (f)     COMMITTEE CERTIFICATION. At the expiration of the
        Performance Period, the Committee shall determine and certify in writing
        the extent to which the Performance Goals have been achieved.

                                       18
<PAGE>


                                  Article 10.
                 NON-TRANSFERABILITY AND TERMINATION PROVISIONS

        The terms and conditions of this Article 10 shall apply to Awards under
this Plan as follows:

        10.1    NONTRANSFERABILITY. No Stock Option, Stock Appreciation Right or
Performance-Based Award shall be Transferable by the Participant otherwise than
by will or by the laws of descent and distribution. All Stock Options and all
Stock Appreciation Rights shall be exercisable, during the Participant's
lifetime, only by the Participant or his or her legal guardian or
representative. Tandem Stock Appreciation Rights shall be Transferable, solely
to the extent permitted above, only with the underlying Stock Option. In
addition, except as provided above, no Stock Option shall be Transferred
(whether by operation of law or otherwise), and no Stock Option shall be subject
to execution, attachment or similar process. Upon any attempt to Transfer any
Stock Option, or in the event of any levy upon any Stock Option by reason of any
execution, attachment or similar process contrary to the provisions hereof, such
Stock Option shall immediately terminate and become null and void.
Notwithstanding the foregoing, the Committee may determine at the time of grant
or thereafter that a Non-Qualified Stock Option that is otherwise not
Transferable pursuant to this Article 10 is Transferable to a Family Member in
whole or in part and in such circumstances, and under such conditions, as
specified by the Committee. A Non-Qualified Stock Option which is Transferred to
a Family Member pursuant to the preceding sentence may not be subsequently
Transferred by such Family Member. Shares of Restricted Stock under Article 7
may not be Transferred prior to the date on which shares are issued, or, if
later, the date on which any applicable restriction, performance or deferral
period lapses. No Award shall, except as otherwise specifically provided by law
or herein, be Transferable in any manner, and any attempt to Transfer any such
Award shall be void, and no such Award shall in any manner be liable for or
subject to the debts, contracts, liabilities, engagements or torts of any person
who shall be entitled to such Award, nor shall it be subject to attachment or
legal process for or against such person.

        10.2    TERMINATION OF EMPLOYMENT. The following rules apply with regard
to the Termination of Employment of a Participant:

                (a)     TERMINATION BY REASON OF DEATH. If a Participant's
        Termination of Employment is by reason of death, any Stock Option or
        Stock Appreciation Right held by such Participant, unless otherwise
        determined by the Committee at grant or, if no rights of the
        Participant's estate are reduced, thereafter, may be exercised, to the
        extent exercisable at the Participant's death, by the legal
        representative of the estate, at any time within a period of one (1)
        year from the date of such death, but in no event beyond the expiration
        of the stated term of such Stock Option or Stock Appreciation Right.

                (b)     TERMINATION BY REASON OF RETIREMENT OR DISABILITY. If a
        Participant's Termination of Employment is by reason of Retirement or
        Disability, any Stock Option or Stock Appreciation Right held by such
        Participant, unless otherwise determined by the Committee at grant or,
        if no rights of the Participant are reduced, thereafter, may be

                                       19
<PAGE>


        exercised, to the extent exercisable at the Participant's termination,
        by the Participant (or the Participant's legal representative to the
        extent permitted under Section 14.11 or the legal representative of the
        Participant's estate if the Participant dies after termination) at any
        time within a period (the "Retirement or Disability Period") which is
        the shorter of (i) up to ten (10) years after the date of grant of such
        Stock Option or Stock Appreciation Right, such period to be set on a
        case by case basis by the Committee, or (ii) three (3) years from the
        date of such termination; provided, however, that, if the Participant
        dies within such Retirement or Disability Period, any unexercised Stock
        Option or Stock Appreciation Right held by such Participant shall
        thereafter be exercisable, to the extent to which it was exercisable at
        the time of death, for a period of one (1) year (or such other period as
        the Committee may specify at grant or, if no rights of the Participant's
        estate are reduced, thereafter) from the date of such death, but in no
        event beyond the expiration of the stated term of such Stock Option or
        Stock Appreciation Right.

                (c)     VOLUNTARY RESIGNATION OR INVOLUNTARY TERMINATION WITHOUT
        CAUSE. If a Participant's Termination of Employment is due to a
        voluntary resignation or by involuntary termination without Cause and
        such termination occurs prior to, or more than ninety (90) days after,
        the occurrence of an event which would be grounds for Termination of
        Employment by the Company for Cause (without regard to any notice or
        cure period requirements), any Stock Option or Stock Appreciation Right
        held by such Participant, unless otherwise determined by the Committee
        at grant or, if no rights of the Participant are reduced, thereafter,
        may be exercised, to the extent exercisable at termination, by the
        Participant at any time within a period of thirty (30) days from the
        date of such termination, but in no event beyond the expiration of the
        stated term of such Stock Option or Stock Appreciation Right.

                (d)     TERMINATION FOR CAUSE. Unless otherwise determined by
        the Committee at grant or, if no rights of the Participant are reduced,
        thereafter, if a Participant's Termination of Employment is for Cause
        for any reason, any Stock Option or Stock Appreciation Right held by
        such Participant shall thereupon terminate and expire as of the date of
        termination. In the event the termination is an involuntary termination
        without Cause or is a voluntary resignation within ninety (90) days
        after occurrence of an event which would be grounds for Termination of
        Employment by the Company for Cause (without regard to any notice or
        cure period requirement), any Stock Option or Stock Appreciation Right
        held by the Participant at the time of occurrence of the event which
        would be grounds for Termination of Employment by the Company for Cause
        shall be deemed to have terminated and expired upon occurrence of the
        event which would be grounds for Termination of Employment by the
        Company for Cause.

                (e)     TERMINATION OF EMPLOYMENT FOR RESTRICTED STOCK. Subject
        to the applicable provisions of the Restricted Stock Award agreement and
        this Plan, upon a Participant's Termination of Employment for any reason
        during the relevant Restriction Period, all Restricted Stock still
        subject to restriction will vest or be forfeited in accordance with the
        terms and conditions established by the Committee at grant or
        thereafter.

                                       20
<PAGE>


                (f)     TERMINATION OF EMPLOYMENT FOR PERFORMANCE-BASED AWARDS.
        Subject to the applicable provisions of the Award agreement and this
        Plan, upon a Participant's Termination of Employment for any reason, the
        Performance-Based Award in question will vest or be forfeited or be
        payable in accordance with the terms and conditions established by the
        Committee at grant or thereafter.

                                  Article 11.
                          CHANGE IN CONTROL PROVISIONS

        11.1    BENEFITS. In the event of a Change in Control of the Company (as
defined below), except as otherwise provided by the Committee upon the grant of
an Award, the Participant shall be entitled to the following benefits:

                (a)     All outstanding Stock Options and the related Tandem
        Stock Appreciation Rights and Non-Tandem Stock Appreciation Rights of
        such Participant, if any, granted prior to the Change in Control shall
        be fully vested and immediately exercisable in their entirety.

                (b)     All unvested Restricted Stock and Performance-Based
        Awards shall become fully vested upon a Change in Control, including
        without limitation, the following: (i) the restrictions to which any
        shares of Restricted Stock of a Participant granted prior to the Change
        in Control are subject shall lapse as if the applicable Restriction
        Period had ended upon such Change in Control, and (ii) the conditions
        required for vesting of any unvested Performance-Based Awards shall be
        deemed to be satisfied upon such Change in Control and all outstanding
        Performance-Based Awards shall be paid upon a Change in Control at the
        higher of (1) the Participant's individual target award and (2) a
        payment based on actual achievement of the Performance Goals through the
        date of the Change in Control.

        11.2    CHANGE IN CONTROL. A "Change in Control" shall mean the
occurrence of any of the following:

                (a)     any person (as defined in Section 3(a)(9) of the
        Exchange Act and as used in Sections 13(d) and 14(d) thereof), excluding
        the Company, any subsidiary of the Company and any employee benefit plan
        sponsored or maintained by the Company or any subsidiary of the Company
        (including any trustee of any such plan acting in his capacity as
        trustee), becoming the "beneficial owner" (as defined in Rule 13d-3
        under the Exchange Act) of securities of the Company representing thirty
        percent (30%) of the total combined voting power of the Company's then
        outstanding securities;

                (b)     the merger, consolidation or other business combination
        of the Company (a "Transaction"), other than (A) a Transaction involving
        only the Company and one or more of its subsidiaries, or (B) a
        Transaction immediately following which the stockholders of the Company
        immediately prior to the Transaction continue to have a majority of the
        voting power in the resulting entity and no person (other than those
        covered by the exceptions in (a) above) becomes the beneficial owner of
        securities of the

                                       21
<PAGE>


        resulting entity representing more than twenty-five percent (25%) of the
        voting power in the resulting entity;

                (c)     during any period of two (2) consecutive years beginning
        on or after the Effective Date, the persons who were members of the
        Board immediately before the beginning of such period (the "Incumbent
        Directors") ceasing (for any reason other than death) to constitute at
        least a majority of the Board or the board of directors of any successor
        to the Company, provided that, any director who was not a director as of
        the Effective Date shall be deemed to be an Incumbent Director if such
        director was elected to the board of directors by, or on the
        recommendation of or with the approval of, at least two-thirds of the
        directors who then qualified as Incumbent Directors either actually or
        by prior operation of the foregoing unless such election, recommendation
        or approval occurs as a result of an actual or threatened election
        contest (as such terms are used in Rule 14a-11 of Regulation 14A
        promulgated under the Exchange Act or any successor provision) or other
        actual or threatened solicitation of proxies or contests by or on behalf
        of a person other than a member of the Board; or

                (d)     the approval by the stockholders of the Company of any
        plan of complete liquidation of the Company or an agreement for the sale
        of all or substantially all of the Company's assets other than the sale
        of all or substantially all of the assets of the Company to a person or
        persons who beneficially own, directly or indirectly, at least fifty
        percent (50%) or more of the combined voting power of the outstanding
        voting securities of the Company at the time of such sale.

                                  Article 12.
                      TERMINATION OR AMENDMENT OF THE PLAN

        Notwithstanding any other provision of this Plan, the Board may at any
time, and from time to time, amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate it entirely, retroactively or
otherwise; provided, however, that, unless otherwise required by law or
specifically provided herein, the rights of a Participant with respect to Awards
granted prior to such amendment, suspension or termination, may not be impaired
without the consent of such Participant and, provided further, without the
approval of the stockholders of the Company in accordance with the laws of the
State of Delaware, to the extent required by the applicable provisions of Rule
16b-3 or Section 162(m) of the Code, or, with regard to Incentive Stock Options,
Section 422 of the Code, no amendment may be made which would (i) increase the
aggregate number of shares of Common Stock that may be issued under this Plan or
the maximum individual Participant limitations under Section 4.1(b), (ii) change
the classification of employees eligible to receive Awards under this Plan,
(iii) decrease the minimum option price of any Stock Option, (iv) extend the
maximum option period under Section 6.3, (v) require stockholder approval in
order for the Plan to continue to comply with the applicable provisions of Rule
16b-3 or Section 162(m) of the Code, or, with regard to Incentive Stock Options,
Section 422 of the Code or (vi) materially alter the Performance Criteria set
forth in Exhibit A. In no event may the Plan be amended without the approval of
the stockholders of the Company in accordance with the applicable laws or other
requirements to increase the aggregate number of shares of Common Stock that may
be issued under the Plan, decrease the minimum option price

                                       22
<PAGE>


of any Stock Option, or to make any other amendment that would require
stockholder approval under the rules of any exchange or system on which the
Company's securities are listed or traded at the request of the Company.

        The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Article 4 above or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any holder without the holder's consent.

                                  Article 13.
                             UNFUNDED STATUS OF PLAN

        This Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments as to which a Participant has a fixed
and vested interest but which are not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are
greater than those of a general creditor of the Company.

                                  Article 14.
                               GENERAL PROVISIONS

        14.1    LEGEND. The Committee may require each person receiving shares
of Common Stock pursuant to an Award under the Plan to represent to and agree
with the Company in writing that the Participant is acquiring the shares without
a view to distribution thereof, and that any subsequent offer for sale or sale
of any such shares of Common Stock shall be made either pursuant to (i) a
registration statement on an appropriate form under the Securities Act of 1933,
which registration statement shall have become effective and shall be current
with respect to the shares of Common Stock being offered and sold, or (ii) a
specific exemption from the registration requirements of the Securities Act of
1933, and that in claiming such exemption the Participant will, prior to any
offer for sale or sale of shares of Common Stock, obtain a favorable written
opinion, satisfactory in form and substance to the Company, from counsel
acceptable to the Company as to the availability of such exception. In addition
to any legend required by this Plan, the certificates for such shares may
include any legend which the Committee deems appropriate to reflect any
restrictions on Transfer.

        All certificates for shares of Common Stock delivered under the Plan
shall be subject to such stock transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed or any national securities association system upon
whose system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

        14.2    OTHER PLANS. Nothing contained in this Plan shall prevent the
Board from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and, such arrangements may be
either generally applicable or applicable only in specific cases.

                                       23
<PAGE>


        14.3    NO RIGHT TO EMPLOYMENT. Neither this Plan nor the grant of any
Award hereunder shall give any Participant or other employee any right with
respect to continuance of employment by the Company or any Affiliate, nor shall
there be a limitation in any way on the right of the Company or any Affiliate by
which an employee is employed to terminate his employment at any time.

        14.4    WITHHOLDING OF TAXES. The Company shall have the right to deduct
from any payment to be made to a Participant, or to otherwise require, prior to
the issuance or delivery of any shares of Common Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld. Upon the vesting of Restricted Stock, or upon
making an election under Section 83(b) of the Code, a Participant shall pay all
required withholding to the Company.

        At the discretion of the Committee, any such withholding obligation with
regard to any Participant may be satisfied by reducing the number of shares of
Common Stock otherwise deliverable or by delivering shares of Common Stock
already owned. Any fraction of a share of Common Stock required to satisfy such
tax obligations shall be disregarded and the amount due shall be paid instead in
cash by the Participant.

        14.5    LISTING AND OTHER CONDITIONS.

                (a)     As long as the Common Stock is listed on a national
        securities exchange or system sponsored by a national securities
        association, the issue of any shares of Common Stock pursuant to an
        Award shall be conditioned upon such shares being listed on such
        exchange or system. The Company shall have no obligation to issue such
        shares unless and until such shares are so listed, and the right to
        exercise any Option with respect to such shares shall be suspended until
        such listing has been effected.

                (b)     If at any time counsel to the Company shall be of the
        opinion that any sale or delivery of shares of Common Stock pursuant to
        an Award is or may in the circumstances be unlawful or result in the
        imposition of excise taxes on the Company under the statutes, rules or
        regulations of any applicable jurisdiction, the Company shall have no
        obligation to make such sale or delivery, or to make any application or
        to effect or to maintain any qualification or registration under the
        Securities Act of 1933, as amended, or otherwise with respect to shares
        of Common Stock or Awards, and the right to exercise any Option shall be
        suspended until, in the opinion of said counsel, such sale or delivery
        shall be lawful or will not result in the imposition of excise taxes on
        the Company.

                (c)     Upon termination of any period of suspension under this
        Section 14.5, any Award affected by such suspension which shall not then
        have expired or terminated shall be reinstated as to all shares
        available before such suspension and as to shares which would otherwise
        have become available during the period of such suspension, but no such
        suspension shall extend the term of any Option.

                                       24
<PAGE>


        14.6    GOVERNING LAW. This Plan shall be governed and construed in
accordance with the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of
laws).

        14.7    CONSTRUCTION. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.

        14.8    OTHER BENEFITS. No Award payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its Affiliates nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.

        14.9    COSTS. The Company shall bear all expenses included in
administering this Plan, including expenses of issuing Common Stock pursuant to
any Awards hereunder.

        14.10   NO RIGHT TO SAME BENEFITS. The provisions of Awards need not be
the same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.

        14.11   DEATH/DISABILITY. The Committee may in its discretion require
the transferee of a Participant to supply it with written notice of the
Participant's death or Disability and to supply it with a copy of the will (in
the case of the Participant's death) or such other evidence as the Committee
deems necessary to establish the validity of the transfer of an Award. The
Committee may also require the agreement of the transferee to be bound by all of
the terms and conditions of the Plan. If the Committee shall find, without any
obligation or responsibility of any kind to do so, that any person to whom
payment is payable under this Plan is unable to care for his or her affairs
because of disability, illness or accident, any payment due may be paid to such
person's duly appointed legal representative in such manner and proportions as
the Committee may determine, in it sole discretion. Any such payment shall be a
complete discharge of the liabilities of the Committee and the Board under this
Plan.

        14.12   SECTION 16(B) OF THE EXCHANGE ACT. All elections and
transactions under the Plan by persons subject to Section 16 of the Exchange Act
involving shares of Common Stock are intended to comply with any applicable
exemptive condition under Rule 16b-3. The Committee may establish and adopt
written administrative guidelines, designed to facilitate compliance with
Section 16(b) of the Exchange Act, as it may deem necessary or proper for the
administration and operation of the Plan and the transaction of business
thereunder.

        14.13   SEVERABILITY OF PROVISIONS. If any provision of the Plan shall
be held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.

                                       25
<PAGE>


        14.14   HEADINGS AND CAPTIONS. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.

                                  Article 15.
                       APPROVAL OF BOARD AND STOCKHOLDERS

        The Plan shall not be effective unless and until approved by the Board
and, solely to the extent required by any applicable law (including without
limitation, approval required under Rule 16b-3, Section 162(m) of the Code or
Section 422 of the Code) or registration or stock exchange rule, approved by the
stockholders of the Company in the manner set forth in such law, regulation or
rule.

                                  Article 16.
                                 TERM OF PLAN

        No Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the earlier of the date the Plan was initially adopted or the
date of stockholder approval (if applicable), but Awards granted prior to such
tenth anniversary may extend beyond that date.

                                  Article 17.
                                 NAME OF PLAN

        This Plan shall now be known as the Celgene Corporation 1998 Stock
Incentive Plan (known prior to April 23, 2003 as the 1998 Long-Term Incentive
Plan).

                                       26
<PAGE>


                                   APPENDIX A

                              PERFORMANCE CRITERIA

                                  ------------

        Performance Goals established for purposes of an Award of
Performance-Based Awards intended to comply with Section 162(m) of the Code
shall be based on one or more of the following performance criteria
("Performance Criteria"): (i) the attainment of certain target levels of, or a
specified percentage increase in, revenues, income before taxes and
extraordinary items, net income, operating income, earnings before income tax,
earnings before interest, taxes, depreciation and amortization or a combination
of any or all of the foregoing; (ii) the attainment of certain target levels of,
or a percentage increase in, after-tax or pre-tax profits including, without
limitation, that attributable to continuing and/or other operations; (iii) the
attainment of certain target levels of, or a specified increase in, operational
cash flow; (iv) the achievement of a certain level of, reduction of, or other
specified objectives with regard to limiting the level of increase in, all or a
portion of, the Company's bank debt or other long-term or short-term public or
private debt or other similar financial obligations of the Company, which may be
calculated net of such cash balances and/or other offsets and adjustments as may
be established by the Committee; (v) earnings per share or the attainment of a
specified percentage increase in earnings per share or earnings per share from
continuing operations; (vi) the attainment of certain target levels of, or a
specified increase in return on capital employed or return on invested capital;
(vii) the attainment of certain target levels of, or a percentage increase in,
after-tax or pre-tax return on stockholders' equity; (viii) the attainment of
certain target levels of, or a specified increase in, economic value added
targets based on a cash flow return on investment formula; (ix) the attainment
of certain target levels in the fair market value of the shares of the Company's
common stock; (x) the growth in the value of an investment in the Company's
common stock assuming the reinvestment of dividends; (xi) the filing of a new
drug application ("NDA") or the approval of the NDA by the Food and Drug
Administration; (xii) the achievement of a launch of a new drug; (xiii) research
and development milestones; (xiv) the successful completion of clinical trial
phases or (xv) the attainment of a certain level of, reduction of, or other
specified objectives with regard to limiting the level in or increase in, all or
a portion of controllable expenses or costs or other expenses or costs. For
purposes of item (i) above, "extraordinary items" shall mean all items of gain,
loss or expense for the fiscal year determined to be extraordinary or unusual in
nature or infrequent in occurrence or related to a corporate transaction
(including, without limitation, a disposition or acquisition) or related to a
change in accounting principle, all as determined in accordance with standards
established by Opinion No. 30 of the Accounting Principles Board.

        In addition, such Performance Criteria may be based upon the attainment
of specified levels of Company (or subsidiary, division or other operational
unit of the Company) performance under one or more of the measures described
above relative to the performance of other corporations. To the extent permitted
under Section 162(m) of the Code, but only to the extent permitted under Section
162(m) of the Code (including, without limitation, compliance with any
requirements for stockholder approval), the Committee may: (i) designate
additional business criteria on which the Performance Criteria may be based or
(ii) adjust, modify or amend the aforementioned business criteria.