CELGENE CORP /DE/
EXHIBIT 10.1
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<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exh10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    EXHIBIT 10.1


                                    AMENDMENT
                                     TO THE
                CELGENE CORPORATION 1998 LONG-TERM INCENTIVE PLAN


         WHEREAS, the Celgene Corporation (the "Company") maintains the Celgene
Corporation 1998 Long-Term Incentive Plan, as amended from time to time (the
"Plan");

         WHEREAS, pursuant to Article 12 of the Plan, the Board of Directors of
the Company (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; and

         WHEREAS, the Board desires to amend the Plan, effective as of June 18,
2002.

         NOW, THEREFORE, pursuant to Article 12 of the Plan, the Plan is hereby
amended, effective as of June 18, 2002, as follows:

         1.       Section 2.25 of the Plan is amended by adding the following
language at the end thereof:

                  "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)."


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