Exhibit 1.1 CELGENE CORPORATION (a Delaware corporation) 20,000,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTCelgene Corp /De/ • November 6th, 2006 • Pharmaceutical preparations • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2003 • Celgene Corp /De/ • Pharmaceutical preparations • New York
EXHIBIT 10.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE...Celgene Corp /De/ • August 14th, 2003 • Pharmaceutical preparations • Colorado
EXHIBIT 99.2Securities Purchase Agreement • January 3rd, 2003 • Celgene Corp /De/ • Pharmaceutical preparations • New York
AGREEMENTAgreement • April 5th, 1999 • Celgene Corp /De/ • Services-commercial physical & biological research • Delaware
EXHIHBIT 99.6 ASSET PURCHASE AGREEMENT by and between Celgene CorporationAsset Purchase Agreement • January 3rd, 2003 • Celgene Corp /De/ • Pharmaceutical preparations • New York
ARTICLE I. DEFINITIONSLicense Agreement • March 15th, 2006 • Celgene Corp /De/ • Pharmaceutical preparations • New York
EXHIBIT 10.22 NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 30th, 2000 • Celgene Corp /De/ • Services-commercial physical & biological research • New York
Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of May 1, 2006, between Celgene Corporation, a Delaware corporation with offices at 86 Morris Avenue, Summit, Warren,...Employment Agreement • May 10th, 2006 • Celgene Corp /De/ • Pharmaceutical preparations • New Jersey
EXHIBIT 10.1 PHARMION CORPORATION SECURITIES PURCHASE AGREEMENT Dated as of April 8, 2003 Table of Contents -----------------Securities Purchase Agreement • August 14th, 2003 • Celgene Corp /De/ • Pharmaceutical preparations • Delaware
indicates material has been omitted pursuant to a Confidential Treatment Request, which the Company has filed separately with the Securities and Exchange Commission] AGREEMENT by and between ENTREMED, INC. andAgreement • May 5th, 1999 • Celgene Corp /De/ • Services-commercial physical & biological research • Delaware
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN...Celgene Corp /De/ • March 30th, 2000 • Services-commercial physical & biological research
ANDSupply Agreement • March 15th, 2006 • Celgene Corp /De/ • Pharmaceutical preparations • New York
EXHIBIT 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of May 1, 2003, between Celgene Corporation, a Delaware corporation with offices at 7 Powder Horn Drive, Warren, New...Employment Agreement • March 15th, 2004 • Celgene Corp /De/ • Pharmaceutical preparations • New Jersey
Pharmion Corporation 2525 28th Street Boulder, Colorado 80301License Agreement • March 15th, 2006 • Celgene Corp /De/ • Pharmaceutical preparations
EXHIBIT 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN...Celgene Corp /De/ • August 14th, 2003 • Pharmaceutical preparations • New York
To The Bank of New York, as Trustee INDENTURE Dated as of June 3, 2003Indenture • August 14th, 2003 • Celgene Corp /De/ • Pharmaceutical preparations • New York
Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of May 1, 2006, between Celgene Corporation, a Delaware corporation with offices at 86 Morris Avenue, Summit, New Jersey...Employment Agreement • May 10th, 2006 • Celgene Corp /De/ • Pharmaceutical preparations • New Jersey
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of ___________, 1996, by and among CELGENE CORPORATION, a Delaware corporation ("Company"), Swartz Investments, LLC, a Georgia limited liability company...Registration Rights Agreement • March 13th, 1996 • Celgene Corp /De/ • Industrial organic chemicals • Delaware
WARRANT -------Celgene Corp /De/ • January 3rd, 2003 • Pharmaceutical preparations
EXHIBIT 10.18 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 1, 2000, between Celgene Corporation, a Delaware corporation with offices at 7 Powder Horn Drive, Warren, New Jersey 07059 (the "Company"), and Robert J....Employment Agreement • March 30th, 2000 • Celgene Corp /De/ • Services-commercial physical & biological research • New Jersey
Exhibit 10.55 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS ***. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN...Asset Purchase Agreement • February 27th, 2007 • Celgene Corp /De/ • Pharmaceutical preparations
AGREEMENT by and amongAgreement • May 15th, 2002 • Celgene Corp /De/ • Pharmaceutical preparations • Massachusetts
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 9, 1997 by and among Celgene Corporation, a Delaware corporation, with headquarters located at 7 Powder Horn Drive, Warren, NJ 07059 (the "Company"), and...Registration Rights Agreement • June 10th, 1997 • Celgene Corp /De/ • Industrial organic chemicals • New York
Common Stock $.01 Par ValueUnderwriting Agreement • October 28th, 1997 • Celgene Corp /De/ • Pharmaceutical preparations • New York
INDENTURECelgene Corp /De/ • November 3rd, 2006 • Pharmaceutical preparations • New York
CONTENTS CLAUSE PAGE 1 DEFINITIONS AND INTERPRETATION........................................1 2 SALE AND PURCHASE....................................................10 3 CONSIDERATION........................................................11 4...Option Agreement • October 26th, 2004 • Celgene Corp /De/ • Pharmaceutical preparations • England and Wales
EXHIBIT 10.4 CELGENE CORPORATION 1 3/4% CONVERTIBLE NOTES DUE 2008 PURCHASE AGREEMENT May 28, 2003Purchase Agreement • August 14th, 2003 • Celgene Corp /De/ • Pharmaceutical preparations • New York
CELGENE CORPORATION 3,000,000 Shares of Common Stock Underwriting AgreementCelgene Corp /De/ • February 10th, 2000 • Services-commercial physical & biological research • New York
BETWEENDistribution Services Agreement • March 15th, 2006 • Celgene Corp /De/ • Pharmaceutical preparations • New Jersey
EXHIBIT 10.32 EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 31st, 2003 • Celgene Corp /De/ • Pharmaceutical preparations • Massachusetts
EXHIBIT 10.27 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of July 6, 1999, by and between Celgene Corporation, a Delaware corporation (the "Company"), and John Hancock Mutual Life Insurance Company, John Hancock Variable Life...Registration Rights Agreement • March 30th, 2000 • Celgene Corp /De/ • Services-commercial physical & biological research
CELGENE CORPORATION MANUFACTURING AGREEMENTManufacturing Agreement • October 28th, 1997 • Celgene Corp /De/ • Pharmaceutical preparations • England and Wales
AMENDMENT NUMBER TWO TO THE RIGHTS AGREEMENT DATED AS OF SEPTEMBER 16, 1996 BETWEEN CELGENE CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENTThe Rights Agreement • August 14th, 2003 • Celgene Corp /De/ • Pharmaceutical preparations
Exhibit 10.21 DEVELOPMENT AND LICENSE AGREEMENT DEVELOPMENT AND LICENSE AGREEMENT, dated April 19, 2000 (the "Agreement"), is made between Celgene Corporation, a Delaware corporation ("Celgene"), and Novartis Pharma AG, a Swiss corporation...License and Distribution Agreement • March 21st, 2001 • Celgene Corp /De/ • Services-commercial physical & biological research • New York
