0001362310-08-002685 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 12th, 2008 • Celgene Corp /De/ • Pharmaceutical preparations • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 9, 2008, between Celgene Corporation, a Delaware corporation (the “Company”), and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

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AMENDMENT TO DAVID GRYSKA EMPLOYMENT LETTER AGREEMENT
David Gryska Employment Letter Agreement • May 12th, 2008 • Celgene Corp /De/ • Pharmaceutical preparations

Celgene Corporation (“Celgene” or “Company”) and David Gryska (“Gryska”) hereby enter into this agreement to amend the employment letter agreement between Gryska and Celgene dated October 6, 2006 and executed on or about December 6, 2006 (“Letter Agreement”). The purpose of this amendment is to amend Gryska’s Letter Agreement as follows: (i) to define the meaning of the terms “cause” and “change in control” and (ii) to include 12 months of COBRA benefit coverage for both health and dental insurance in the event of certain terminations.

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