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
  
  
  
                    May 28, 2003                                    0-16132
  ------------------------------------------------         ----------------------
  Date of Report (Date of earliest event reported)         Commission File Number
  
  
                                 CELGENE CORPORATION
               (Exact name of registrant as specified in its charter)
  
             Delaware                                      22-2711928
  -------------------------------         ---------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification Number)
  incorporation or organization)
  
  
                                 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 May 28, 2003,  Celgene  Corporation  (the  "Company")  issued a press release
  announcing  its  intention to offer a new issue of $300  million of  Convertible
  Notes due 2008 to qualified  institutional  buyers in an  unregistered  offering
  pursuant  to Rule  144A  under  the  Securities  Act of 1933,  as  amended  (the
  "Securities  Act").  These Notes will be convertible  into the Company's  common
  stock at a price to be determined.  A copy of the Company's press release issued
  on May 28,  2003  pursuant  to Rule 135c of the  Securities  Act is  attached as
  Exhibit 99.1 hereto and is incorporated herein by reference.
  
  On May 29,  2003,  the Company  issued a press  release  announcing  that it had
  agreed to privately place $325 million aggregate principal amount of Convertible
  Notes due 2008 ($25 million more than previously announced). These Notes will be
  convertible  into Celgene  Corporation  common  stock at a  conversion  price of
  $48.45 per share  (reflecting a premium of 50%,  relative to the NASDAQ  closing
  price  for  Celgene  common  stock of  $32.30  on May 28,  2003),  and will bear
  interest  at a rate of 1.75% per annum.  The  Company  has  granted  the initial
  purchaser  of the Notes a 30-day  option to purchase an  additional  $75 million
  principal amount of the Notes. The offering of the notes,  which will be made to
  qualified institutional buyers as defined in Rule 144A of the Securities Act, is
  expected to close on June 3, 2003. A copy of the Company's  press release issued
  on May 29,  2003  pursuant  to Rule 135c of the  Securities  Act is  attached as
  Exhibit 99.2 hereto and is incorporated herein by reference.
  
  On May 30, 2003, the Company issued a press release  announcing that the initial
  purchaser of $325 million of its 1.75% Convertible Notes due 2008 has elected to
  exercise its option to purchase an additional  $75 million  principal  amount of
  such Notes. As a result, the final aggregate principal amount of the offering of
  the Notes will be $400 million.  A copy of the Company's press release issued on
  May 30, 2003 pursuant to Rule 135c of the  Securities Act is attached as Exhibit
  99.3 hereto and is incorporated herein by reference.
  
  The  securities  described in this Form 8-K have not been  registered  under the
  Securities Act, or any state  securities laws, and may not be offered or sold in
  the United States absent  registration  under, or an applicable  exemption from,
  the  registration  requirements  of the  Securities  Act  and  applicable  state
  securities  laws.  This  Form  8-K does not  constitute  an offer to sell  these
  securities  nor is it a solicitation  of an offer to purchase these  securities.
  The  statements  in this  Form 8-K  regarding  future  aspects  relating  to the
  offering and other statements which are not historical facts are forward-looking
  statements that involve risks and uncertainties,  including, but not limited to,
  market and competitive  conditions,  that may cause actual future experience and
  results to differ materially from the statements made.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
      (a)  Not applicable.
  
      (b)  Not applicable.
  
      (c)  Exhibits:
           --------
  
  <PAGE>
  
  
      Exhibit Number                                         Description
      --------------                                         -----------
           99.1               Press Release of Celgene Corporation dated May 28,
                              2003 issued pursuant to Rule 135c of the Securities
                              Act.
  
           99.2               Press Release of Celgene Corporation dated May 29,
                              2003 issued pursuant to Rule 135c of the Securities
                              Act.
  
           99.3               Press Release of Celgene Corporation dated May 30,
                              2003 issued pursuant to Rule 135c of the Securities
                              Act.
  
  <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.
  
  
  
                   CELGENE CORPORATION
  
  Dated: June 5, 2003
  
  
  
                   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 May 28, 2003
                         issued pursuant to Rule 135c of the Securities Act.
  
           99.2          Press Release of Celgene Corporation dated May 29, 2003
                         issued pursuant to Rule 135c of the Securities Act.
  
           99.3          Press Release of Celgene Corporation dated May 30, 2003
                         issued pursuant to Rule 135c of the Securities Act.
  
  
  <PAGE>
  
                                                                     Exhibit 99.1
  
                                              Contact: Robert J. Hugin
                                                       Senior VP and CFO
                                                       Celgene Corporation
                                                       (732) 271-4102
  
  
   Celgene Corporation Announces Proposed $300 Million Convertible Notes Offering
  
  
  WARREN, NJ - (May 28, 2003) - Celgene Corporation (NASDAQ: CELG) announced today
  that it proposes to offer a new issue of $300 million of  Convertible  Notes due
  2008 through a Rule 144A offering to qualified institutional buyers. These Notes
  will be  convertible  into  Celgene  Corporation  common  stock at a price to be
  determined.
  
  The Notes and the common stock  issuable  upon  conversion of the Notes have not
  been  registered  under the  Securities  Act of 1933, as amended,  or applicable
  state securities  laws, and unless so registered,  may not be offered or sold in
  the  United  States,  except  pursuant  to  an  applicable  exemption  from  the
  registration  requirements  of the  Securities  Act of  1933,  as  amended,  and
  applicable state securities laws.
  
  This press release shall not constitute an offer to sell or the  solicitation of
  an offer to sell or the  solicitation  of an offer to buy the Notes.  This press
  release is being issued  pursuant to and in accordance  with Rule 135c under the
  Securities Act of 1933, as amended.
  
  Celgene  Corporation,  headquartered  in Warren,  New Jersey,  is an  integrated
  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.
  
  
  
  <PAGE>
  
                                                                      Exhibit 99.2
  
                                              Contact: Robert J. Hugin
                                                       Senior VP and CFO
                                                       Celgene Corporation
                                                       (732) 271-4102
  
   Celgene Corporation Announces Pricing of $325 Million Convertible Note Offering
  
        - Transaction Highlights: 1.75% Coupon and 50.0% Conversion Premium -
  
  WARREN, NJ - (May 29, 2003) - Celgene Corporation (NASDAQ: CELG) announced today
  that it agreed to privately  place $325 million  aggregate  principal  amount of
  Convertible  Notes  due 2008.  These  Notes  will be  convertible  into  Celgene
  Corporation common stock at a conversion price of $48.45 per share (reflecting a
  premium of 50%, relative to the NASDAQ closing price for Celgene common stock of
  $32.30 on May 28,  2003),  and will bear  interest at a rate of 1.75% per annum.
  The Company has granted the initial  purchaser  of the Notes a 30-day  option to
  purchase an additional $75 million  principal amount of the Notes. The placement
  of the notes is expected to close on June 3, 2003.
  
  Celgene  expects to use the net proceeds of the  offering for general  corporate
  purposes.  The Notes will be  convertible  into shares of the  Company's  common
  stock upon the occurrence of certain events. The offering is being made by means
  of an offering  memorandum to qualified  institutional  buyers  pursuant to Rule
  144A of the Securities Act of 1933, as amended.
  
  The Notes and the common stock  issuable  upon  conversion of the Notes have not
  been  registered  under the  Securities  Act of 1933, as amended,  or applicable
  state securities  laws, and unless so registered,  may not be offered or sold in
  the  United  States,  except  pursuant  to  an  applicable  exemption  from  the
  registration  requirements  of the  Securities  Act of  1933,  as  amended,  and
  applicable state securities laws.
  
  This press release shall not constitute an offer to sell or the  solicitation of
  an offer to sell or the  solicitation  of an offer to buy the Notes.  This press
  release is being issued  pursuant to and in accordance  with Rule 135c under the
  Securities Act of 1933, as amended.
  
  Celgene  Corporation,  headquartered  in Warren,  New Jersey,  is an  integrated
  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.
  
  
  <PAGE>
  
                                                                      Exhibit 99.3
  
                                              Contact: Robert J. Hugin
                                                       Senior VP and CFO
                                                       Celgene Corporation
                                                       (732) 271-4102
  
  
   Initial Purchaser Exercises Option to Purchase an Additional $75 Million of the
                      $325 Million of 1.75% Convertible Notes
  
  
  WARREN, NJ - (May 30, 2003) - Celgene Corporation (NASDAQ: CELG) announced today
  that the initial  purchaser of $325 million of its 1.75%  Convertible  Notes due
  2008 has elected to exercise  its option to purchase an  additional  $75 million
  principal  amount of such  Notes.  As a result,  the final  aggregate  principal
  amount of the  offering of the Notes will be $400  million.  These Notes will be
  convertible  into Celgene  Corporation  common  stock at a  conversion  price of
  $48.45 per share  (reflecting a premium of 50%,  relative to the NASDAQ  closing
  price for Celgene common stock of $32.30 on May 28, 2003).  The placement of the
  Notes is expected to close on June 3, 2003.
  
  As previously announced, Celgene expects to use the net proceeds of the offering
  for  general  corporate  purposes.  The  offering  is being  made by means of an
  offering memorandum to qualified  institutional  buyers pursuant to Rule 144A of
  the Securities Act of 1933, as amended.
  
  The Notes and the common stock  issuable  upon  conversion of the Notes have not
  been  registered  under the  Securities  Act of 1933, as amended,  or applicable
  state securities  laws, and unless so registered,  may not be offered or sold in
  the  United  States,  except  pursuant  to  an  applicable  exemption  from  the
  registration  requirements  of the  Securities  Act of  1933,  as  amended,  and
  applicable state securities laws.
  
  This press release shall not constitute an offer to sell or the  solicitation of
  an offer to sell or the  solicitation  of an offer to buy the Notes.  This press
  release is being issued  pursuant to and in accordance  with Rule 135c under the
  Securities Act of 1933, as amended.
  
  Celgene  Corporation,  headquartered  in Warren,  New Jersey,  is an  integrated
  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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metadata_filer: {"company-data": {"conformed-name": "CELGENE CORP /DE/", "cik": "0000816284", "assigned-sic": "2834", "irs-number": "222711928", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16132", "film-number": "03733694"}, "business-address": {"street1": "7 POWDER HORN DR", "city": "WARREN", "state": "NJ", "zip": "07059", "phone": "7322711001"}, "mail-address": {"street1": "7 POWDER HORN DRIVE", "street2": "P O BOX 4914", "city": "WARREN", "state": "NJ", "zip": "07059"}}
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
  
                    May 28, 2003                                    0-16132
  ------------------------------------------------         ----------------------
  Date of Report (Date of earliest event reported)         Commission File Number
  
                                 CELGENE CORPORATION
               (Exact name of registrant as specified in its charter)
  
             Delaware                                      22-2711928
  -------------------------------         ---------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification Number)
  incorporation or organization)
  
                                 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 May 28, 2003,  Celgene  Corporation  (the  "Company")  issued a press release
  announcing  its  intention to offer a new issue of $300  million of  Convertible
  Notes due 2008 to qualified  institutional  buyers in an  unregistered  offering
  pursuant  to Rule  144A  under  the  Securities  Act of 1933,  as  amended  (the
  "Securities  Act").  These Notes will be convertible  into the Company's  common
  stock at a price to be determined.  A copy of the Company's press release issued
  on May 28,  2003  pursuant  to Rule 135c of the  Securities  Act is  attached as
  Exhibit 99.1 hereto and is incorporated herein by reference.
  
  On May 29,  2003,  the Company  issued a press  release  announcing  that it had
  agreed to privately place $325 million aggregate principal amount of Convertible
  Notes due 2008 ($25 million more than previously announced). These Notes will be
  convertible  into Celgene  Corporation  common  stock at a  conversion  price of
  $48.45 per share  (reflecting a premium of 50%,  relative to the NASDAQ  closing
  price  for  Celgene  common  stock of  $32.30  on May 28,  2003),  and will bear
  interest  at a rate of 1.75% per annum.  The  Company  has  granted  the initial
  purchaser  of the Notes a 30-day  option to purchase an  additional  $75 million
  principal amount of the Notes. The offering of the notes,  which will be made to
  qualified institutional buyers as defined in Rule 144A of the Securities Act, is
  expected to close on June 3, 2003. A copy of the Company's  press release issued
  on May 29,  2003  pursuant  to Rule 135c of the  Securities  Act is  attached as
  Exhibit 99.2 hereto and is incorporated herein by reference.
  
  On May 30, 2003, the Company issued a press release  announcing that the initial
  purchaser of $325 million of its 1.75% Convertible Notes due 2008 has elected to
  exercise its option to purchase an additional  $75 million  principal  amount of
  such Notes. As a result, the final aggregate principal amount of the offering of
  the Notes will be $400 million.  A copy of the Company's press release issued on
  May 30, 2003 pursuant to Rule 135c of the  Securities Act is attached as Exhibit
  99.3 hereto and is incorporated herein by reference.
  
  The  securities  described in this Form 8-K have not been  registered  under the
  Securities Act, or any state  securities laws, and may not be offered or sold in
  the United States absent  registration  under, or an applicable  exemption from,
  the  registration  requirements  of the  Securities  Act  and  applicable  state
  securities  laws.  This  Form  8-K does not  constitute  an offer to sell  these
  securities  nor is it a solicitation  of an offer to purchase these  securities.
  The  statements  in this  Form 8-K  regarding  future  aspects  relating  to the
  offering and other statements which are not historical facts are forward-looking
  statements that involve risks and uncertainties,  including, but not limited to,
  market and competitive  conditions,  that may cause actual future experience and
  results to differ materially from the statements made.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
      (a)  Not applicable.
  
      (b)  Not applicable.
  
      (c)  Exhibits:
           --------
  Exhibit Number                                         Description
      --------------                                         -----------
           99.1               Press Release of Celgene Corporation dated May 28,
                              2003 issued pursuant to Rule 135c of the Securities
                              Act.
  
           99.2               Press Release of Celgene Corporation dated May 29,
                              2003 issued pursuant to Rule 135c of the Securities
                              Act.
  
           99.3               Press Release of Celgene Corporation dated May 30,
                              2003 issued pursuant to Rule 135c of the Securities
                              Act.
  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.
  
                   CELGENE CORPORATION
  
  Dated: June 5, 2003
  
                   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 May 28, 2003
                         issued pursuant to Rule 135c of the Securities Act.
  
           99.2          Press Release of Celgene Corporation dated May 29, 2003
                         issued pursuant to Rule 135c of the Securities Act.
  
           99.3          Press Release of Celgene Corporation dated May 30, 2003
                         issued pursuant to Rule 135c of the Securities Act.
  Exhibit 99.1
  
                                              Contact: Robert J. Hugin
                                                       Senior VP and CFO
                                                       Celgene Corporation
                                                       (732) 271-4102
  
   Celgene Corporation Announces Proposed $300 Million Convertible Notes Offering
  
  WARREN, NJ - (May 28, 2003) - Celgene Corporation (NASDAQ: CELG) announced today
  that it proposes to offer a new issue of $300 million of  Convertible  Notes due
  2008 through a Rule 144A offering to qualified institutional buyers. These Notes
  will be  convertible  into  Celgene  Corporation  common  stock at a price to be
  determined.
  
  The Notes and the common stock  issuable  upon  conversion of the Notes have not
  been  registered  under the  Securities  Act of 1933, as amended,  or applicable
  state securities  laws, and unless so registered,  may not be offered or sold in
  the  United  States,  except  pursuant  to  an  applicable  exemption  from  the
  registration  requirements  of the  Securities  Act of  1933,  as  amended,  and
  applicable state securities laws.
  
  This press release shall not constitute an offer to sell or the  solicitation of
  an offer to sell or the  solicitation  of an offer to buy the Notes.  This press
  release is being issued  pursuant to and in accordance  with Rule 135c under the
  Securities Act of 1933, as amended.
  
  Celgene  Corporation,  headquartered  in Warren,  New Jersey,  is an  integrated
  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.
  Exhibit 99.2
  
                                              Contact: Robert J. Hugin
                                                       Senior VP and CFO
                                                       Celgene Corporation
                                                       (732) 271-4102
  
   Celgene Corporation Announces Pricing of $325 Million Convertible Note Offering
  
        - Transaction Highlights: 1.75% Coupon and 50.0% Conversion Premium -
  
  WARREN, NJ - (May 29, 2003) - Celgene Corporation (NASDAQ: CELG) announced today
  that it agreed to privately  place $325 million  aggregate  principal  amount of
  Convertible  Notes  due 2008.  These  Notes  will be  convertible  into  Celgene
  Corporation common stock at a conversion price of $48.45 per share (reflecting a
  premium of 50%, relative to the NASDAQ closing price for Celgene common stock of
  $32.30 on May 28,  2003),  and will bear  interest at a rate of 1.75% per annum.
  The Company has granted the initial  purchaser  of the Notes a 30-day  option to
  purchase an additional $75 million  principal amount of the Notes. The placement
  of the notes is expected to close on June 3, 2003.
  
  Celgene  expects to use the net proceeds of the  offering for general  corporate
  purposes.  The Notes will be  convertible  into shares of the  Company's  common
  stock upon the occurrence of certain events. The offering is being made by means
  of an offering  memorandum to qualified  institutional  buyers  pursuant to Rule
  144A of the Securities Act of 1933, as amended.
  
  The Notes and the common stock  issuable  upon  conversion of the Notes have not
  been  registered  under the  Securities  Act of 1933, as amended,  or applicable
  state securities  laws, and unless so registered,  may not be offered or sold in
  the  United  States,  except  pursuant  to  an  applicable  exemption  from  the
  registration  requirements  of the  Securities  Act of  1933,  as  amended,  and
  applicable state securities laws.
  
  This press release shall not constitute an offer to sell or the  solicitation of
  an offer to sell or the  solicitation  of an offer to buy the Notes.  This press
  release is being issued  pursuant to and in accordance  with Rule 135c under the
  Securities Act of 1933, as amended.
  
  Celgene  Corporation,  headquartered  in Warren,  New Jersey,  is an  integrated
  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.
  Exhibit 99.3
  
                                              Contact: Robert J. Hugin
                                                       Senior VP and CFO
                                                       Celgene Corporation
                                                       (732) 271-4102
  
   Initial Purchaser Exercises Option to Purchase an Additional $75 Million of the
                      $325 Million of 1.75% Convertible Notes
  
  WARREN, NJ - (May 30, 2003) - Celgene Corporation (NASDAQ: CELG) announced today
  that the initial  purchaser of $325 million of its 1.75%  Convertible  Notes due
  2008 has elected to exercise  its option to purchase an  additional  $75 million
  principal  amount of such  Notes.  As a result,  the final  aggregate  principal
  amount of the  offering of the Notes will be $400  million.  These Notes will be
  convertible  into Celgene  Corporation  common  stock at a  conversion  price of
  $48.45 per share  (reflecting a premium of 50%,  relative to the NASDAQ  closing
  price for Celgene common stock of $32.30 on May 28, 2003).  The placement of the
  Notes is expected to close on June 3, 2003.
  
  As previously announced, Celgene expects to use the net proceeds of the offering
  for  general  corporate  purposes.  The  offering  is being  made by means of an
  offering memorandum to qualified  institutional  buyers pursuant to Rule 144A of
  the Securities Act of 1933, as amended.
  
  The Notes and the common stock  issuable  upon  conversion of the Notes have not
  been  registered  under the  Securities  Act of 1933, as amended,  or applicable
  state securities  laws, and unless so registered,  may not be offered or sold in
  the  United  States,  except  pursuant  to  an  applicable  exemption  from  the
  registration  requirements  of the  Securities  Act of  1933,  as  amended,  and
  applicable state securities laws.
  
  This press release shall not constitute an offer to sell or the  solicitation of
  an offer to sell or the  solicitation  of an offer to buy the Notes.  This press
  release is being issued  pursuant to and in accordance  with Rule 135c under the
  Securities Act of 1933, as amended.
  
  Celgene  Corporation,  headquartered  in Warren,  New Jersey,  is an  integrated
  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.