content: --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                         ----------------------------------
                                      FORM 8-K
                         ----------------------------------
  
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  
  
  
              January 2, 2003                                     0-16132
       --------------------------------                  ------------------------
       Date of Report (Date of earliest                  Commission File Number
              event reported)
  
  
                                 CELGENE CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
                     Delaware                                    22-2711928
       --------------------------------                  ------------------------
       (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                      Identification Number)
  
  
  
  
                                 7 Powder Horn Drive
                              Warren, New Jersey 07059
                ----------------------------------------------------
                  (Address of Principal Executive Offices) (Zip Code)
  
  
                                   (732) 271-1001
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  
  --------------------------------------------------------------------------------
  
  
  <PAGE>
  
  
  
  Item 5.  Other Events
  
  
            On January 2, 2003, Celgene  Corporation (the  "Registrant")  issued a
  press release  announcing  that it has broadened its  thalidomide  analog patent
  estate through the acquisition of exclusive rights to the intellectual  property
  covering thalidomide analogs from Children's Hospital, Boston and EntreMed, Inc.
  The terms of the transaction also provide for the termination of related
  litigation between the companies and the acquisition by the Registrant
  of a significant equity stake in EntreMed.  The press release is filed as
  an exhibit hereto and is hereby  incorporated  by reference.
  
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
  
  (a)       Not applicable.
  
  (b)       Not applicable.
  
  (c)       Exhibits
            --------
  
  99.1      Press Release of Celgene Corporation dated January 2, 2003.
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
  
  Date: January 2, 2003
  
                                        CELGENE CORPORATION
  
  
  
                                     By: /s/ Robert J. Hugin
                                         ---------------------------------
                                         Name: Robert J. Hugin
                                         Title: Senior Vice President and
                                            Chief Financial Officer
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit      Description
  -------      -----------
  
  99.1         Press Release of Celgene Corporation dated January 2, 2003.
  
  
  
  
  
  <PAGE>
  
  
                                                                      EXHIBIT 99.1
  
  
                               Contact: Robert J. Hugin
                                        Senior VP and CFO
                                        Celgene Corporation
                                        (732) 271-4102
  
  
               CELGENE BROADENS INTELLECTUAL PROPERTY ESTATE COVERING
                                THALIDOMIDE ANALOGS
  
              Celgene, EntreMed Sign Agreements To Terminate Litigation
  
    Five-Year Collaboration to Develop Novel Anti-Cancer Therapies Initiated with
                             Children's Hospital, Boston
  
                      Celgene Acquires Equity Stake in EntreMed
  
  
  WARREN, NJ - (January 2, 2003) - Celgene Corporation (NASDAQ: CELG) announced
  today that it has broadened its thalidomide analog patent estate through the
  acquisition of exclusive rights to the intellectual property covering
  thalidomide analogs from Children's Hospital, Boston and EntreMed, Inc. The
  agreements also provide for the termination of related litigation between the
  companies. Under the terms of the agreements, Celgene will acquire a significant
  equity stake in EntreMed and will enter into a five-year research collaboration
  with Children's Hospital to develop novel anti-cancer agents.
  
  "This transaction broadens our intellectual property estate for one of our most
  significant programs, the IMiDs. The elimination of a potentially lengthy
  litigation will allow us to further intensify our focus on the development of
  REVIMID and the entire IMiD class of products," said Robert J. Hugin, Chief
  Financial Officer of Celgene Corporation. "We are pleased that our research
  efforts have been strengthened by this new collaboration with Children's
  Hospital, a world-class research institution. I am confident that our equity
  investment will assist EntreMed in the achievement of their corporate
  objectives."
  
  Under the terms of the agreements, Celgene will receive convertible preferred
  stock and warrants from EntreMed in exchange for $16.75 million. The preferred
  stock is convertible into 16,750,000 shares of common stock at an equivalent
  price of $1.00 per share. The warrants, which may be exercised on a net issue
  basis, may be issued for up to 7,000,000 shares of common stock after six months
  at an exercise price of $1.50 per share. The agreements were completed on
  December 31, 2002 and will be accounted for in the fourth quarter of 2002.
  
  If Celgene chooses to convert all of the preferred stock and exercise all of the
  warrants, Celgene would own approximately 49 percent of EntreMed based on the
  shares of EntreMed's common stock currently outstanding. Celgene has also made a
  $10 million cash payment to EntreMed in connection with the litigation
  settlement. In addition, Celgene has obtained a one-year option to license one
  of three preclinical oncology products currently under development at EntreMed.
  
  Celgene and Children's Hospital have agreed to enter into a five-year sponsored
  research collaboration totaling $1.5 million over the term of the research. In
  consideration for the termination of the EntreMed Analog Agreements, Celgene
  made a $2.5 million payment to Children's Hospital with another $2.5 million
  payable by 2006. Additional payments are possible under the agreement dependent
  on the successful development and commercialization of thalidomide analogs.
  
  IMiDs
  IMiDS are novel, small molecule, orally available compounds that modulate the
  immune system. Data published in The Journal of Immunology demonstrated that
  IMiDs potently inhibit the inflammatory cytokines and growth factors such as
  tumor necrosis factor alpha (TNF alpha), basic fibroblastic growth factor (bFGF)
  and vascular endothelial growth factor (VEGF) that are involved in tumor
  development. IMiDs were also reported in Blood to enhance T-cell proliferation,
  IL-2 production and apoptosis (cell death).
  
  Celgene has advanced two IMiDs, REVIMID(TM) (CC-5013) and ACTIMID(TM) (CC-4047),
  into clinical trials in cancer and inflammatory diseases. At the American
  Society of Hematology annual meeting in December, clinical investigators
  presented data on REVIMID, the lead IMiD, in both multiple myeloma and
  myelodysplastic syndromes that indicated REVIMID has significant anti-tumor
  activity in both indications. Celgene recently initiated two pivotal programs
  for REVIMID in multiple myeloma and metastatic melanoma that consist of
  multi-center, controlled, double-blind trials conducted in the United States and
  internationally. ACTIMID, the next IMiD, is being tested in a Phase I/II
  clinical trial in refractory multiple myeloma. Interim data from this trial was
  presented at the annual meeting of the International Society for Experimental
  Hematology and demonstrated that ACTIMID has anti-tumor activity in multiple
  myeloma and has an acceptable toxicity profile.
  
  Celgene Corporation, headquartered in Warren, New Jersey, is an independent
  biopharmaceutical company engaged primarily in the discovery, development and
  commercialization of novel therapies for the treatment of cancer and
  inflammatory diseases through gene and protein regulation. For more information,
  please visit the Company's website at www.celgene.com.
  
  This release contains certain forward-looking statements which involve known and
  unknown risks, delays, uncertainties and other factors not under the Company's
  control, which may cause actual results, performance or achievements of the
  Company to be materially different from the results, performance or other
  expectations implied by these forward-looking statements. These factors include
  results of current or pending research and development activities, actions by
  the FDA and other regulatory authorities, and those factors detailed in the
  Company's filings with the Securities and Exchange Commission such as 10K, 10Q
  and 8K reports.
  
                                        # # #
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text: --------------------------------------------------------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                         ----------------------------------
                                      FORM 8-K
                         ----------------------------------
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
              January 2, 2003                                     0-16132
       --------------------------------                  ------------------------
       Date of Report (Date of earliest                  Commission File Number
              event reported)
  
                                 CELGENE CORPORATION
               (Exact name of registrant as specified in its charter)
  
                     Delaware                                    22-2711928
       --------------------------------                  ------------------------
       (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                      Identification Number)
  
                                 7 Powder Horn Drive
                              Warren, New Jersey 07059
                ----------------------------------------------------
                  (Address of Principal Executive Offices) (Zip Code)
  
                                   (732) 271-1001
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  --------------------------------------------------------------------------------
  Item 5.  Other Events
  
            On January 2, 2003, Celgene  Corporation (the  "Registrant")  issued a
  press release  announcing  that it has broadened its  thalidomide  analog patent
  estate through the acquisition of exclusive rights to the intellectual  property
  covering thalidomide analogs from Children's Hospital, Boston and EntreMed, Inc.
  The terms of the transaction also provide for the termination of related
  litigation between the companies and the acquisition by the Registrant
  of a significant equity stake in EntreMed.  The press release is filed as
  an exhibit hereto and is hereby  incorporated  by reference.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
  (a)       Not applicable.
  
  (b)       Not applicable.
  
  (c)       Exhibits
            --------
  
  99.1      Press Release of Celgene Corporation dated January 2, 2003.
  SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
  Date: January 2, 2003
  
                                        CELGENE CORPORATION
  
                                     By: /s/ Robert J. Hugin
                                         ---------------------------------
                                         Name: Robert J. Hugin
                                         Title: Senior Vice President and
                                            Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit      Description
  -------      -----------
  
  99.1         Press Release of Celgene Corporation dated January 2, 2003.
  EXHIBIT 99.1
  
                               Contact: Robert J. Hugin
                                        Senior VP and CFO
                                        Celgene Corporation
                                        (732) 271-4102
  
               CELGENE BROADENS INTELLECTUAL PROPERTY ESTATE COVERING
                                THALIDOMIDE ANALOGS
  
              Celgene, EntreMed Sign Agreements To Terminate Litigation
  
    Five-Year Collaboration to Develop Novel Anti-Cancer Therapies Initiated with
                             Children's Hospital, Boston
  
                      Celgene Acquires Equity Stake in EntreMed
  
  WARREN, NJ - (January 2, 2003) - Celgene Corporation (NASDAQ: CELG) announced
  today that it has broadened its thalidomide analog patent estate through the
  acquisition of exclusive rights to the intellectual property covering
  thalidomide analogs from Children's Hospital, Boston and EntreMed, Inc. The
  agreements also provide for the termination of related litigation between the
  companies. Under the terms of the agreements, Celgene will acquire a significant
  equity stake in EntreMed and will enter into a five-year research collaboration
  with Children's Hospital to develop novel anti-cancer agents.
  
  "This transaction broadens our intellectual property estate for one of our most
  significant programs, the IMiDs. The elimination of a potentially lengthy
  litigation will allow us to further intensify our focus on the development of
  REVIMID and the entire IMiD class of products," said Robert J. Hugin, Chief
  Financial Officer of Celgene Corporation. "We are pleased that our research
  efforts have been strengthened by this new collaboration with Children's
  Hospital, a world-class research institution. I am confident that our equity
  investment will assist EntreMed in the achievement of their corporate
  objectives."
  
  Under the terms of the agreements, Celgene will receive convertible preferred
  stock and warrants from EntreMed in exchange for $16.75 million. The preferred
  stock is convertible into 16,750,000 shares of common stock at an equivalent
  price of $1.00 per share. The warrants, which may be exercised on a net issue
  basis, may be issued for up to 7,000,000 shares of common stock after six months
  at an exercise price of $1.50 per share. The agreements were completed on
  December 31, 2002 and will be accounted for in the fourth quarter of 2002.
  
  If Celgene chooses to convert all of the preferred stock and exercise all of the
  warrants, Celgene would own approximately 49 percent of EntreMed based on the
  shares of EntreMed's common stock currently outstanding. Celgene has also made a
  $10 million cash payment to EntreMed in connection with the litigation
  settlement. In addition, Celgene has obtained a one-year option to license one
  of three preclinical oncology products currently under development at EntreMed.
  
  Celgene and Children's Hospital have agreed to enter into a five-year sponsored
  research collaboration totaling $1.5 million over the term of the research. In
  consideration for the termination of the EntreMed Analog Agreements, Celgene
  made a $2.5 million payment to Children's Hospital with another $2.5 million
  payable by 2006. Additional payments are possible under the agreement dependent
  on the successful development and commercialization of thalidomide analogs.
  
  IMiDs
  IMiDS are novel, small molecule, orally available compounds that modulate the
  immune system. Data published in The Journal of Immunology demonstrated that
  IMiDs potently inhibit the inflammatory cytokines and growth factors such as
  tumor necrosis factor alpha (TNF alpha), basic fibroblastic growth factor (bFGF)
  and vascular endothelial growth factor (VEGF) that are involved in tumor
  development. IMiDs were also reported in Blood to enhance T-cell proliferation,
  IL-2 production and apoptosis (cell death).
  
  Celgene has advanced two IMiDs, REVIMID(TM) (CC-5013) and ACTIMID(TM) (CC-4047),
  into clinical trials in cancer and inflammatory diseases. At the American
  Society of Hematology annual meeting in December, clinical investigators
  presented data on REVIMID, the lead IMiD, in both multiple myeloma and
  myelodysplastic syndromes that indicated REVIMID has significant anti-tumor
  activity in both indications. Celgene recently initiated two pivotal programs
  for REVIMID in multiple myeloma and metastatic melanoma that consist of
  multi-center, controlled, double-blind trials conducted in the United States and
  internationally. ACTIMID, the next IMiD, is being tested in a Phase I/II
  clinical trial in refractory multiple myeloma. Interim data from this trial was
  presented at the annual meeting of the International Society for Experimental
  Hematology and demonstrated that ACTIMID has anti-tumor activity in multiple
  myeloma and has an acceptable toxicity profile.
  
  Celgene Corporation, headquartered in Warren, New Jersey, is an independent
  biopharmaceutical company engaged primarily in the discovery, development and
  commercialization of novel therapies for the treatment of cancer and
  inflammatory diseases through gene and protein regulation. For more information,
  please visit the Company's website at www.celgene.com.
  
  This release contains certain forward-looking statements which involve known and
  unknown risks, delays, uncertainties and other factors not under the Company's
  control, which may cause actual results, performance or achievements of the
  Company to be materially different from the results, performance or other
  expectations implied by these forward-looking statements. These factors include
  results of current or pending research and development activities, actions by
  the FDA and other regulatory authorities, and those factors detailed in the
  Company's filings with the Securities and Exchange Commission such as 10K, 10Q
  and 8K reports.
  
                                        # # #