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Development and License Agreement - Celgene Corp. and Novartis Pharma AG

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                        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 ("Novartis").

                  WHEREAS,  Celgene, a pharmaceutical company, has developed the
d-MPH Products (as defined herein).

                  WHEREAS,  Novartis  wishes to establish a  collaboration  with
Celgene for the marketing and distribution in the Territory (as defined herein),
and  Celgene  is willing to enter into a  collaboration  with  Novartis  for the
development of the d-MPH Products for their  marketing and  distribution  in the
Territory on the terms and conditions set forth below.

                  NOW  THEREFORE,  in  consideration  of the premises and of the
covenants herein contained, Celgene and Novartis mutually agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

                  For  purposes of this  Agreement,  the  following  capitalized
terms shall have the meanings specified below.

                           "ADD" shall mean Attention Deficit Disorder.

                           "ADHD"  shall mean  Attention  Deficit  Hyperactivity
Disorder.

                           "Adjusted  Oncology Net Sales" shall have the meaning
ascribed thereto in Section 4.6(c) hereof.

                           "Affiliate"  shall  mean  any  corporation  or  other
entity which  controls,  is  controlled  by, or is under  common  control with a
party.  A corporation or other entity shall be regarded as in control of another
corporation  or entity if it owns or  directly or  indirectly  controls at least
fifty percent (50%) of the voting stock or other ownership interest of the other
corporation or entity, or if it possesses,  directly or indirectly, the power to
direct or cause the direction of the management and policies of the  corporation
or other entity or the power to elect or appoint  fifty percent (50%) or more of
the members of the governing body of the corporation or other entity.

                           "Celgene  Patent  Rights"  shall mean the patents and
patent  applications  listed on Exhibit A hereto,  including all  continuations,
divisionals  and  equivalents  or  counterparts  thereof  and  all  supplemental
protection certificates, extensions and reissues thereof.

<PAGE>

                           "Celgene   Technology"   shall   mean  all   patents,
know-how, registration data exclusivity, trademarks, copyrights, and other forms
of intellectual property, in the Territory,  that are owned by, controlled by or
licensed to Celgene,  relating  to the Field,  including  but not limited to the
patents listed on Exhibit A and all  continuations,  divisionals and equivalents
or  counterparts   thereof  and  all   supplemental   protection   certificates,
extensions, and reissues thereof.

                           "cGMP   requirements"   shall   mean   current   Good
Manufacturing Practices of the FDA.

                           "COGS"  shall mean,  with  respect to a product,  the
Fully Allocated Cost of goods manufactured for sale (as determined in accordance
with generally accepted accounting principles).

                           "Customer" shall mean any person or entity.

                           "d-MPH Products" shall mean d-MPH IR and d-MPH PR.

                           "d-MPH  IR" shall  mean  d-methylphenidate  immediate
release form.

                           "d-MPH  PR"  shall  mean   d-methylphenidate   pulsed
release form.

                           "Effective  Date"  shall  have the  meaning  ascribed
thereto in Section 3.5 hereof.

                           "Excluded  Countries" shall have the meaning ascribed
thereto in Section 7.2 hereof.

                           "FDA"  shall  mean the  United  States  Food and Drug
Administration.

                           "FDA  Approval"  shall  mean  approval  of the FDA to
market a product.

                           "Field" shall mean  administration of methylphenidate
for the treatment of ADD and ADHD, and all other human disease indications other
than disease indications in the field of oncology.

                           "First Commercial Sale" of a product in the Territory
shall  mean  the  first  sale to a Third  Party  in the  Territory  based on FDA
Approval or approval of an equivalent non-US regulatory authority.

                           "Fixed Commercial Multiple" shall mean 0.95.

                           "Fully   Allocated   Cost"  shall  have  the  meaning
ascribed thereto in Exhibit B hereto.

                           "Gross Profit" shall mean Net Sales less COGS.

                                      -2-

<PAGE>



                           "Gross Profit Margin" shall mean Net Sales less COGS,
expressed as a percentage of Net Sales.

                           "Gross Profit Margin Not Including Active  Substance"
shall mean Net Sales less COGS,  expressed  as a  percentage  of Net Sales,  not
including the cost of active substance.

                           "Launch Date" shall have the meaning ascribed thereto
in Section 4.4(b) hereof.

                           "Methylphenidate  Product"  shall  have  the  meaning
ascribed thereto in Exhibit C hereto.

                           "NDA" shall mean a New Drug Application  submitted to
the FDA.

                           "Net Sales" shall have the meaning  ascribed  thereto
in Exhibit D hereto.

                           "Novartis   Technology"   shall  mean  all   patents,
know-how, registration data exclusivity and other forms of intellectual property
(other than trademarks and  copyrights)  which are developed after the Effective
Date and which  are  owned or  controlled  by,  or  licensed  (with the right to
sublicense)  to,  Novartis  that are  necessary  or useful for the  manufacture,
registration, marketing, distribution, use or sale of the d-MPH Products.

                           "Oncologists" shall have the meaning ascribed thereto
in Section 4.6(c) hereof.

                           "Oncology  Base Sales"  shall mean the value of Total
Oncology Prescriptions for d-MPH Products existing at the time Celgene commences
clinical development of Oncology  Indications,  determined from data provided by
IMS or other provider that the parties hereto from time to time agree to use.

                           "Oncology  Fraction" shall have the meaning  ascribed
thereto in Section 4.6(c) hereof.

                           "Oncology Indication" shall have the meaning ascribed
thereto in Section 2.4(b) hereof.

                           "Oncology  Indication Purchase Price Increment" shall
have the meaning ascribed thereto in Section 4.6(c) hereof.

                           "Oncology  Royalty  Increment" shall have the meaning
ascribed thereto in Section 5.3(b) hereof.

                                       -3-

<PAGE>


                           "Patented  Sale"  shall  have  the  meaning  ascribed
thereto in Section 5.3(c) hereof.

                           "Pro Forma Net Selling  Price" shall have the meaning
ascribed thereto in Section 4.6(a) hereof.

                           "Purchase  Price"  shall  have the  meaning  ascribed
thereto in Section 4.6(b) hereof.

                           "Quarterly  Net Sales  Report" shall have the meaning
ascribed thereto in Section 4.6(b) hereof.

                           "Quarterly Net Sales Prescription  Report" shall have
the meaning ascribed thereto in Section 4.6(c) hereof.

                           "Ritalin(R)Line"    shall   mean   Novartis'    three
dl-methylphenidate  immediate release products  presently  marketed in 5 mg., 10
mg.,  and 20 mg.  strengths  under  the  mark  "Ritalin,"  as well as the  20mg.
sustained release strength branded as Ritalin-SR(R).

                           "Ritalin(R)      QD"     shall     mean     Novartis'
dl-methylphenidate pulsed release form.

                           "Royalty  Percentage"  shall  have  the  meanings  as
ascribed thereto in Section 5.3(a)(i) through 5.3(a)(iv) hereof.

                           "Termination  Date" shall have the  meaning  ascribed
thereto in Section 3.5 hereof.

                           "Territory"  shall mean worldwide,  excluding  Canada
and, from time to time, the Excluded Countries.

                           "Third  Party"  shall  mean  any  entity  other  than
Celgene or Novartis or their respective Affiliates.

                           "Total Prescriptions" shall have the meaning ascribed
thereto in Section 4.6(c) hereof.

                           "Total Oncology Prescriptions" shall have the meaning
ascribed thereto in Section 4.6(c) hereof.

                                   ARTICLE II.
                    SCOPE AND STRUCTURE OF THE COLLABORATION

            2.1. GENERAL. Celgene and Novartis wish to establish a collaborative
alliance to develop the d-MPH  Products and to market and  distribute  the d-MPH
Products in the Field in the Territory. During the course of this collaboration,
Celgene and Novartis shall communicate regularly and shall assume the respective
rights and  responsibilities  for the development,  marketing and manufacture of
the d-MPH Products described below.

                                       -4-

<PAGE>

            2.2.  MANUFACTURING.  Except as hereinafter provided,  Celgene shall
manufacture or cause to be  manufactured,  d-MPH IR and the active substance for
d-MPH PR for  Novartis.  Novartis  may,  by 12 months  prior  written  notice to
Celgene,  elect to manufacture or cause to be  manufactured  and market d-MPH IR
and the active  substance  for d-MPH PR pursuant to the  license  provisions  of
Article  V hereof  (i) at any time  after  Celgene  fails to ship  Novartis  its
requirements  of the d-MPH Products  pursuant to Section 4.4 hereof for a period
of at least two months, (ii) in the event of insolvency or bankruptcy of Celgene
or (iii) in any event, at any time after the fifth  anniversary of the Effective
Date  of  the  Agreement.  Celgene  shall  provide  Novartis  all  know-how  and
information  necessary  to enable  Novartis  to  manufacture  and to obtain  the
necessary regulatory approvals to manufacture the d-MPH Products. Alternatively,
at such time as either  (i),  (ii) or (iii)  above is  implemented,  Celgene (x)
agrees to permit  Novartis  to take over  manufacture  of the d-MPH  Products at
facilities operated by Celgene and (y) will use commercially  reasonable efforts
to permit Novartis to take over  manufacture of the d-MPH Products at facilities
operated by contract manufacturers for Celgene.

            In  addition,   Celgene  may,  at  its  sole  discretion,   transfer
responsibility  for the  manufacture  of d-MPH IR and the active  substance  for
d-MPH PR to  Novartis  in return  for the  Royalty  Percentage  upon at least 24
months prior written notice to Novartis and shall provide Novartis with all such
know-how,  information  and  reasonable  assistance  necessary  and available to
Celgene to enable Novartis to manufacture and to obtain the necessary regulatory
approvals to manufacture the d-MPH Products.

            Notwithstanding  anything to the contrary contained in the preceding
sentences,  Novartis'  election to  manufacture  pursuant  thereto  shall not be
effective  until either of the following are  satisfied:  (i) the  expiration or
early  termination  (without cost to Celgene) of any and all agreements  Celgene
may have with Third  Parties  with  respect to the  manufacture  of d-MPH IR and
active  substance for d-MPH PR, (ii) Novartis'  assumption of all obligations of
Celgene with respect to any such  agreements or (iii) until Novartis and Celgene
enter into a new  contract to  purchase  the d-MPH IR and active  substance  for
d-MPH PR from Celgene  based upon terms and  conditions  mutually  acceptable to
both  parties,  Novartis  negotiates in good faith with Celgene  concerning  the
terms and  conditions of the new contract and continues to purchase the d-MPH IR
and active substance for d-MPH PR from Celgene under the terms and conditions of
the existing  contract,  or (iv) the date of termination is 12 months after such
written notice.

            2.3. CELGENE RESERVED RIGHTS.

                 (a) Except  for the  licenses  expressly  granted by Celgene to
Novartis  pursuant to Section 5.1 hereof,  Celgene reserves all rights under the
Celgene Patent Rights and the Celgene Technology.  The foregoing reserved rights
shall include, but not be limited to, the rights to develop and file one or more
SNDAs for d-MPH Products for oncology  indications and to promote to oncologists
in accordance  with FDA  regulations  and all applicable  laws,  regulations and
approvals governing the distribution and sale of the d-MPH Products.

                                      -5-

<PAGE>

                 (b) Without  limiting the  generality of the foregoing  Section
2.3(a), Celgene shall have the exclusive right to develop the d-MPH Products for
any  and  all   indications  in  the  field  of  oncology  (each,  an  "Oncology
Indication").  If Celgene determines to pursue development of the d-MPH Products
for an Oncology Indication, it shall give Novartis notice thereof, Celgene shall
have sole  responsibility  for all costs  associated  with such  development and
Celgene and  Novartis  shall form a joint  committee to  coordinate  promotional
efforts. Celgene shall promote the d-MPH Products for Oncology Indications under
the  same  trademark  as is used  in the  promotion  of the  d-MPH  Products  by
Novartis,  and  Novartis  shall  establish  the  pricing  and  record  all sales
therefor.  Notwithstanding  the  foregoing,  through the  Development  Committee
referenced in Article 7.4,  Novartis  shall have the right to review and provide
input to Celgene in  advance  with  respect  to (i) all  protocols  for  studies
relating to the d-MPH Products for Oncology,  (ii) all promotional materials for
d-MPH  Products to Oncology,  and (iii) any plans for new  indications  or plans
which might otherwise affect the package insert for the Ritalin Line, Ritalin QD
or the d-MPH Products. If Novartis notifies Celgene that it believes that any of
Celgene's  planned or  ongoing  activities  relating  to the d-MPH  Products  in
Oncology might  adversely  affect the Ritalin branded  products,  Celgene agrees
that it will  develop  and  promote  the  d-MPH  Products  in  Oncology  under a
different,  mutually acceptable brand name. Furthermore,  Celgene shall have the
option to elect to develop and promote  the d-MPH  Products in Oncology  under a
different,  mutually  acceptable  brand  name.  In the event  Celgene  wishes to
promote  Ritalin(R)  QD to  Oncologists,  Celgene  may  raise  the  issue at the
Development Committee for discussion with the Novartis committee members.

                                  ARTICLE III.
                    REPRESENTATIONS AND WARRANTIES; COVENANTS

             3.1.  REPRESENTATIONS  AND  WARRANTIES  OF EACH  PARTY.  Each party
represents  and  warrants  to the other that it has the legal right and power to
enter into this  Agreement,  to extend the  rights and  licenses  granted to the
other in this Agreement,  and that the performance of such  obligations will not
conflict  with its  charter  documents  or any  agreements,  contracts  or other
arrangements to which it is a party.

             3.2. REPRESENTATIONS OF NOVARTIS.  Novartis represents and warrants
to, and covenants with, Celgene that:

                  (a) Novartis is a corporation duly organized, validly existing
and in good standing under the laws of  Switzerland  and has taken all necessary
action to authorize the execution,  delivery and  performance of this Agreement,
and

                  (b) upon the  execution and delivery of this  Agreement,  this
Agreement  shall   constitute  a  valid  and  binding   obligation  of  Novartis
enforceable  in  accordance  with its  terms,  except as  enforceability  may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
similar laws affecting  creditors' and contracting parties' rights generally and
except  as  enforceability  may be  subject  to  general  principles  of  equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).

                                      -6-

<PAGE>

             3.3. REPRESENTATIONS  OF CELGENE.  Celgene represents and  warrants
to, and covenants with, Novartis that:

                  (a) Celgene is a corporation duly organized,  validly existing
and in good  standing  under the laws of the State of Delaware and has taken all
necessary  action to authorize the execution,  delivery and  performance of this
Agreement;

                  (b) upon the  execution and delivery of this  Agreement,  this
Agreement shall constitute a valid and binding obligation of Celgene enforceable
in  accordance  with its  terms,  except as  enforceability  may be  limited  by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium or similar law
affecting  creditors' and contracting  parties'  rights  generally and except as
enforceability  may be subject to general  principles of equity  (regardless  of
whether such  enforceability is considered in a proceeding in equity or at law);
and

                  (c) Celgene has the right,  power and  authority  to grant the
worldwide  exclusive  licenses to the Celgene  Technology,  subject to Celgene's
pre-existing obligations to Biovail Laboratories, Inc. in Canada.

             3.4. DISCLAIMER OF WARRANTIES. NOTHING IN THIS AGREEMENT  SHALL  BE
CONSTRUED AS A  REPRESENTATION  MADE, OR WARRANTY GIVEN, BY CELGENE (A) THAT ANY
PATENT WILL ISSUE BASED UPON ANY PENDING PATENT APPLICATION, (B) THAT ANY PATENT
WHICH ISSUES WILL BE VALID, OR (C) THAT THE USE OF ANY LICENSE GRANTED HEREUNDER
OR THE USE OF ANY PATENT  RIGHTS  WILL NOT  INFRINGE  THE PATENT OR  PROPRIETARY
RIGHTS OF ANY OTHER PERSON.  FURTHERMORE,  CELGENE MAKES NO  REPRESENTATIONS  OR
WARRANTIES,  EXPRESS  OR  IMPLIED,  WITH  RESPECT  TO  PATENT  RIGHTS  EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT.

             3.5.  HART-SCOTT-RODINO  FILINGS.  Each  of  Celgene  and  Novartis
covenants and agrees to prepare and make  appropriate  filings under Title II of
the  Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended, and the
rules  promulgated  thereunder  as soon as reasonably  practicable.  The parties
agree to co-operate in the antitrust  clearance  process and to furnish promptly
to the  FTC  and  the  Antitrust  Division  of the  Department  of  Justice  any
additional  information  reasonably  requested by them in  connection  with such
filings.  The Agreement shall bind Celgene and Novartis upon execution until the
earlier  of the  Termination  Date  and the  termination  or  expiration  of the
Agreement by its terms,  but the  provisions  of the  Agreement  relating to the
grant of the exclusive license by Celgene to Novartis shall not become effective
until the waiting  period  provided by the Act shall have  terminated or expired
without any action by any government agency or challenge to the termination (the
date of such termination or expiration, the "Effective Date"). In the event that
antitrust clearance from the FTC and the Antitrust Division of

                                      -7-

<PAGE>

the Department of Justice is not obtained by October 10, 2000 or such other date
as the parties may agree,  the Agreement  may be  terminated in accordance  with
Section 11.3(f) (the date of such termination,  the "Termination  Date"). In the
event a provision of the Agreement needs to be deleted or substantially  revised
in order to obtain regulatory  clearance of this  transaction,  the parties will
negotiate in good faith in accordance  with Section 14.3 hereof for example,  by
substituting, by mutual consent, a new provision which in its economic effect is
sufficiently similar to the old provision that it can reasonably be assumed that
the parties would have entered into the Agreement with such new provision.

             3.6 COMPLIANCE  WITH LAWS.  Each of Celgene and Novartis  shall, in
the performance of its material  obligations  under this Agreement comply in all
material respects with all laws and regulations applicable to such performance.

                                   ARTICLE IV.
                           SALES, MARKETING AND SUPPLY

             4.1. SALES AND MARKETING DUTIES OF THE PARTIES.  In connection with
the sales and marketing of the d-MPH Products in the Territory, Novartis shall:

                  (a)  upon   receipt  of  FDA  Approval  (or  approval  of  the
applicable regulatory bodies) of any formulation of a d-MPH Product, at its sole
expense,  use such  efforts  to market  such  d-MPH  Product in the Field in the
Territory as it would use to market a product it had developed itself; provided,
however,  that in no event  shall  such  efforts  be less  than  those  that are
standard in the  industry.  Without  limiting the  generality  of the  preceding
sentence and subject to Section 7.2, (i) Novartis shall launch the d-MPH Product
in the United  States and in the Five Major  Markets  (as defined in Article VI)
and not later than three  months  after (x) such d-MPH  Product is approved  for
commercial use by the applicable regulatory authorities,  (y) there are adequate
launch supplies on hand and (z) any required pricing  approvals are obtained and
(ii) make such marketing  efforts as are at least as diligent as efforts made by
Novartis  with  respect  to other  Novartis  products  with  similar  commercial
potential and, in any event, not less than the industry standard;

                  (b) maintain the d-MPH Product, pending sale to Customer, in a
facility  that is  properly  secured and  equipped  (including  temperature  and
humidity control) to store the d- MPH Product and which is under the contractual
or direct  control of Novartis or its contract  manufacturer.  Celgene will have
the  right to  inspect,  from time to time,  such  facility  and all  government
inspection reports and certificates relating thereto;

                  (c) provide Celgene with  representative  samples of its sales
and  promotional  materials  as  requested  by Celgene  pertaining  to the d-MPH
Products and Ritalin(R)QD;

                  (d) conduct itself in a professional manner in accordance with
industry standards;

                                      -8-

<PAGE>


                  (e) maintain a  technically  competent and  experienced  sales
force  (including  a product or market  specialist)  itself or though a contract
sales  organization  assigned to promote the d-MPH  Products to the  appropriate
target audience,  and create and disseminate to the sales personnel  appropriate
sales aids and literature developed by Novartis relating to the d-MPH Product;

                  (f) meet with Celgene on a quarterly  basis to review relevant
secondary  marketing  data (and  Novartis'  analysis  thereof)  and any  primary
marketing research data, in each case relating to Methylphenidate  Products, and
concurrently provide such data to Celgene to the extent Novartis is permitted to
do so by the provider of such data.

             4.2.  DUTY  NOT TO  COMPETE.  In the  event  that  Novartis  or any
Affiliate of Novartis  sells,  markets or  distributes  any branded  competitive
product for the treatment of ADD/ADHD (other than the d-MPH Products) not either
currently  marketed or in development by Novartis or an Affiliate of Novartis as
of the date of execution of this Agreement,  Celgene and Novartis will negotiate
in good faith to reach an equitable business resolution.  Novartis is prohibited
from making sales of the d-MPH Products and  Ritalin(R) QD to Customers  outside
the Territory. Notwithstanding the preceding sentence, with respect to countries
within  the  European  Union  that  are  from  time to time  excluded  from  the
Territory,  Novartis shall be prohibited  from making active sales of the d- MPH
Products or Ritalin(R) QD to Customers in such country or countries, as the case
may be.

             4.3.  MARKETING  SUPPORT DUTIES OF CELGENE.  In connection with the
marketing of the d-MPH Products, Celgene shall:

                   (a) refer all  inquiries  to Novartis  which are  received by
Celgene from Customers in the Territory; and

                   (b) make  available  to  Novartis  at its request all data on
hand and  available to Celgene that are  necessary or useful to the marketing of
the  d-MPH  Products,  including  but  not  limited  to,  all  quality  control,
technical, manufacturing, pre-clinical and clinical data.

             4.4.  ORDERS AND SUPPLY

                   (a) Until such time as Novartis  has  assumed  responsibility
for the  manufacture of d-MPH IR and the active  substance for d-MPH PR pursuant
to Section 2.2 hereof,  Novartis or its contract manufacturer may order specific
quantities of the d-MPH Products (in the form and supply as described in Section
4.5) by transmitting a firm purchase order pursuant to Section 4.4(b) to Celgene
to the  location  set forth in Section  14.4  hereof or such other  location  as
Celgene may hereafter designate in writing.  The purchase order shall be binding
on Celgene unless  rejected in writing by Celgene  pursuant to the terms of this
Agreement  within ten days after receipt  thereof.  Celgene  agrees that it will
inform  Novartis of its rejection of any order and the basis for such  rejection
no later than 10 days after Celgene's receipt thereof.

                                      -9-

<PAGE>

                   (b) Novartis shall deliver to Celgene,  (i) at least 180 days
prior to the anticipated date of First Commercial Sale of the d-MPH Product (the
"Launch  Date"),  a good faith  forecast of the  quantity of d-MPH  Product that
Novartis  anticipates ordering from Celgene (in the form and supply as described
in Section 4.5) for the period ending one full calendar quarter after the Launch
Date,  and (ii) at least one full  calendar  quarter prior to the Launch Date, a
firm purchase order for the d-MPH Product for the first  calendar  quarter after
the Launch Date and a good faith forecast of its quantity  requirements  for the
three  successive  calendar  quarters  thereafter.  Thereafter,  Novartis  shall
deliver to Celgene, at least 90 days before any calendar quarter, Novartis' firm
order  for the  d-MPH  Product  for such  calendar  quarter  and a  forecast  of
Novartis' quantity requirements for the d-MPH Product (in the form and supply as
described in Section 4.5) for the following three calendar quarters. All of such
forecasted  and firm  ordered  quantities  are subject to  agreement by Celgene,
which agreement shall not be unreasonably withheld or delayed.

                   (c) The total amount of d-MPH Product  ordered by Novartis in
any  calendar  quarter  may  not be  less  than  75% of  Novartis'  most  recent
forecasted   quantity  for  such  calendar  quarter.   Additionally,   Celgene's
obligation to supply d-MPH Product to Novartis will not extend to more than 125%
of Novartis'  most recent  forecasted  quantity for such  calendar  quarter.  If
Novartis'  ordered  quantity  exceeds 125% of Novartis' most recent forecast for
such quarter, Celgene will in good faith attempt to fill the order, but is under
no obligation to do so. Novartis shall indemnify  Celgene and reimburse  Celgene
promptly  upon  request for all  reasonable  out-of-pocket  costs and  expenses,
including  costs of carrying  increased  inventory,  to the extent caused by any
deviation in order quantities from the limits imposed by the preceding sentence,
and Celgene will act reasonably to mitigate any such costs and expenses.

                   (d) If, due to any of the events  described  in Section  14.1
hereof,  Celgene  experiences  a shortage  of d-MPH  Product  thereby  rendering
Celgene's performance hereunder impracticable, then Celgene shall have the right
to allocate  deliveries  of the d-MPH  Product  among all of its  customers on a
pro-rata basis  determined by prior sales,  sales forecasts and purchase orders,
and subject to Section 2.2,  Celgene shall bear no liability  whatsoever for the
reduction or  suspension  of  deliveries  to Novartis and this  Agreement  shall
otherwise remain in full force and effect.

                   (e) Celgene shall  manufacture or have manufactured the d-MPH
Products in compliance with applicable law, including,  without limitation,  any
cGMP  requirements.  For purposes of verifying  Celgene's  compliance  with this
Section   4.4(e),   (i)  Novartis   shall  be  permitted   access  to  Celgene's
manufacturing  facilities  and  related  records  and  personnel  during  normal
business  hours,  on  reasonable  prior  notice  and not more  than  once in any
calendar  year and (ii) Celgene  shall use  commercially  reasonable  efforts to
cause,  by means of  contractual  provisions or  otherwise,  its current and any
future contract manufacturers to permit Novartis to have access to such contract
manufacturer's manufacturing facilities and related records and personnel during
normal business hours, on reasonable  prior notice and not more than once in any
calendar year.  Further,  Celgene shall supply Novartis with d-MPH Product which
conforms in all material respects to the specifications  upon which FDA Approval
was received or such other  specifications  as the parties may  hereafter  agree
upon,  and cause such d-MPH Product to be quality  control tested to assure such
conformity.  Novartis  may reject any shipment of d-MPH  Product  which does not

                                      -10-

<PAGE>

conform in all material respects to the  specifications  upon which FDA Approval
was  received.  In order to reject a shipment,  Novartis must within thirty (30)
days  after  receipt of such  shipment,  give  notice to  Celgene  of  Novartis'
rejection  of the  shipment,  (the  "Notice")  and the full basis  therefor.  If
Novartis fails to timely give Notice,  Novartis shall be deemed to have accepted
delivery of the  shipment;  provided,  however,  in the case of products  having
latent defects,  which upon diligent  examination in accordance with the quality
control testing  procedures set out in the FDA Approval by Novartis upon receipt
could not have been discovered, Novartis must give notice of Novartis' intent to
reject  within  twenty (20) days after  discovery of such defect,  provided such
notice  may in no event be given  later  than  180  days  after  receipt  of the
shipment.  After the Notice is given,  Novartis  shall  confer with  Celgene and
assist  Celgene in  determining  whether  rejection is  warranted.  If, after so
conferring,  Celgene and  Novartis  are unable to agree  whether the shipment is
nonconforming,   Novartis  and  Celgene  shall  jointly  engage  an  independent
laboratory  (the  "Independent  Laboratory")  to determine the conformity of the
shipment  to  specifications  and  the  fees  and  expenses  of the  Independent
Laboratory  shall  be borne by  Celgene  if the  shipment  is  determined  to be
non-conforming  and by Novartis if determined to be  conforming.  Whether or not
Celgene  agrees  that  a  shipment  is  nonconforming,  Celgene  shall  use  its
reasonable best efforts,  if requested by Novartis to provide  replacement d-MPH
Product  which shall be  purchased  by  Novartis as provided in this  Agreement.
Unless  Celgene  requests the return to it of a rejected  shipment  within sixty
(60) days of either (i) the date Celgene agrees the shipment is nonconforming or
(ii) the  Independent  Laboratory  determines the shipment to be  nonconforming,
Novartis shall destroy the shipment and provide  Celgene with  certification  of
such  destruction.  Novartis  shall  promptly  ship the shipment to Celgene,  at
Celgene's cost, if timely requested by Celgene to do so.

             4.5.  FORM OF PRODUCT SOLD; DELIVERY AND SHIPPING. Celgene will use
commercially  reasonable efforts to manufacture,  package and supply d-MPH IR to
Novartis  at a Purchase  Price as set forth in  Section  4.6.  Celgene  will use
commercially  reasonable  efforts to  manufacture  and  supply the d-MPH  active
substance to Novartis for d-MPH PR formulations at a Purchase Price as set forth
in Section  4.6.  All d-MPH IR will be shipped  F.O.B.  Celgene's  facility or a
facility  designated by Celgene.  Novartis will be responsible,  at its own cost
and  expense,  for  insuring  d-MPH IR  against  damage  after  d-MPH IR  leaves
Celgene's  facility or a facility  designated  by Celgene.  Novartis  shall take
title to, but not possession of, d-MPH IR at Celgene's facility.

             4.6.  PRICE OF AND PAYMENT FOR PRODUCT.  The purchase price for the
d-MPH  Products sold by Celgene to Novartis  shall be payable and  calculated as
follows:

                   (a) Celgene shall invoice Novartis on shipment of d-MPH IR in
finished packaged form, which invoiced amount shall be an amount equal to 35% of
the Pro Forma Net Selling  Price for d-MPH IR. Such amount  includes any royalty
otherwise due under 5.3(a)(i).  Notwithstanding  the foregoing,  with respect to
sales of d-MPH IR which are not Patented Sales, the Royalty  Percentage shall be
reduced by 50%.  Celgene  shall supply the d-MPH active  substance  for d-MPH PR
formulations  at no charge in return  for a Royalty  Percentage  as set forth in
Section  5.3(a)(ii).  For  purposes of this Section 4.6, the term "Pro Forma Net
Selling Price" shall mean (i) with respect to the initial  shipments of product,
an estimate of the price to be charged by  Novartis to Third  Parties,  less the
estimated  amounts  permitted to be deducted  pursuant to the definition of

                                      -11-

<PAGE>

"Net Sales" in Article I hereof,  and (ii) with respect to  shipments  made from
and after any Quarterly  Net Sales Report (as  hereinafter  defined),  the price
actually  charged by  Novartis  to Third  Parties  during the  calendar  quarter
covered by the  latest  Quarterly  Net Sales  Report,  less the  actual  amounts
deducted therefrom in accordance with the definition of "Net Sales" in Article I
hereof.  Payment of the amount invoiced pursuant to this Section 4.6(a) shall be
payable  within thirty (30) days after  receipt of the invoice.  Payment of such
amount,  in whole or in  part,  may be made in  advance  of such due  date.  Any
payments owing to Celgene pursuant to this Section 4.6 not made on or before the
due date  shall  bear  interest  from the due date to the date paid at the prime
rate announced from time to time by Citibank, N.A., plus 2%.

                   (b)  With  respect  to each  calendar  quarter  during  which
Celgene ships d- MPH Product to Novartis, Novartis shall, promptly following the
end of such quarter,  prepare and furnish  Celgene a report (the  "Quarterly Net
Sales  Report")  setting  forth with respect to such quarter the  aggregate  Net
Sales  (including  gross  sales and the  specific  deductions  permitted  by the
definition of "Net Sales" taken in connection  with the  calculation of such Net
Sales). If the invoiced amounts (pursuant to Section 4.6(a) hereof) with respect
to any quarter exceed the Purchase Price (as  hereinafter  defined) with respect
to such quarter, such excess shall be a credit against any outstanding or future
invoice issued to Novartis  pursuant to Section  4.6(a) hereof.  If the invoiced
amounts (pursuant to Section 4.6(a) hereof) with respect to any quarter are less
than the Purchase Price, Novartis shall remit such shortfall to Celgene with the
relevant Quarterly Net Sales Report. For purposes hereof, "Purchase Price" shall
mean 35% of  aggregate  Net  Sales,  in the case of d-MPH  Product  supplied  in
finished  packaged form for such quarter.  Celgene shall supply the d-MPH active
substance  for  d-MPH PR  formulations  at no  charge  in  return  for a Royalty
Percentage as set forth in Section 5.3(a)(ii).

                   (c) From and  after the date that  Celgene  advises  Novartis
that it commenced promoting a d-MPH Product for any Oncology Indication pursuant
to Section 2.3(b) hereof, Novartis shall, promptly following the availability of
prescription  data with  respect to any  calendar  quarter,  prepare and furnish
Celgene a report (the "Quarterly Net Sales  Prescription  Report") setting forth
with respect to such  quarter and with all  supporting  data  appended (i) total
prescriptions  for  d-MPH  Products  ("Total  Prescriptions"),  and  (ii)  total
prescriptions for d-MPH Products from  hematologists,  hematologist/oncologists,
oncologists,  neuro-  oncologists/neurosurgeons  and urologists  ("Oncologists")
("Total Oncology Prescriptions").  For purposes of the preceding sentence, total
prescriptions  and the value thereof  shall be determined  from data provided by
IMS or other provider that the parties hereto from time to time agree to use. If
the  parties  cannot  agree on a  provider  or  determine  that such data is not
available from any provider with sufficient accuracy,  the parties shall jointly
determine  and implement  the most  expedient and economic  means to obtain such
data on an ongoing basis.  With respect to the cost of any such data  subscribed
for by Novartis other than in the ordinary course of its business, Celgene shall
bear 50% of the cost of such information.

                   Notwithstanding   anything  to  the  contrary   contained  in
Sections  4.6(a) and (b) hereof,  for d-MPH IR,  Celgene shall be entitled to an
incremental  purchase price (the "Oncology Indication Purchase Price Increment")
equal to 65% of Adjusted Oncology Net Sales (as hereinafter

                                      -12-

<PAGE>

defined), and, for d-MPH PR, Celgene shall be entitled to an Oncology Indication
Purchase Price Increment equal to 100% of Adjusted Oncology Net Sales multiplied
by Novartis' Gross Profit Margin Not Including Active  Substance,  less Adjusted
Oncology Net Sales multiplied by the Royalty  Percentage as set forth in Section
5.3(a)(ii).  For purposes hereof,  "Adjusted  Oncology Net Sales" shall mean the
product of (x) Net Sales for any calendar  quarter which includes or follows the
date Celgene commences  marketing any d-MPH Product for an Oncology  Indication,
and (y) a fraction, the denominator of which is the value of Total Prescriptions
for such  quarter  and the  numerator  of which is the  value of Total  Oncology
Prescriptions for d-MPH IR or the d-MPH PR, as the case may be, for such quarter
or such other period as the parties may agree (the  "Oncology  Fraction"),  less
Oncology  Base Sales,  the  algebraic  sum of which is  multiplied  by the Fixed
Commercial  Multiple.  An  example  of the  Oncology  Purchase  Price  Increment
calculation  for d-MPH IR and d-MPH PR is  described  in  Schedule  4.6(c).  The
Oncology  Indication  Purchase Price  Increment shall be payable to Celgene with
the delivery of the Quarterly Net Sales Prescription Report.

                   (d) Novartis  shall pay Celgene,  in addition to the Purchase
Price (and any applicable Oncology Indication Purchase Price Increment) for each
d-MPH  Product  purchased  by  Novartis,  the  amount  of  any  and  all  sales,
withholding or similar taxes, if any,  imposed on Celgene in connection with the
sale,  production  and  delivery  of any  d-MPH  Product  by  Celgene  to or for
Novartis,  except to the extent  that  Celgene  receives a foreign tax credit or
other offsetting economic benefit.

                   (e) Novartis  shall  assume all credit risk in reselling  the
d-MPH Product.

                   (f) For  purposes of  verifying  the accuracy of the Purchase
Price (and any applicable Oncology Indication Purchase Price Increment), Celgene
shall be entitled,  from time to time, to have its independent  accountants (who
shall be bound by the  confidentiality  provisions of this Agreement) review, on
Celgene's  behalf,  the books and records of Novartis,  and Novartis  shall give
such  accountants  access to such books and records during  reasonable  business
hours and upon  reasonable  prior  notice  from  Celgene.  If a  calculation  of
Purchase Price (and any applicable Oncology Indication Purchase Price Increment)
with respect to any quarter was  erroneous and as a result  thereof,  Celgene is
entitled to an additional amount which exceeds 5% of the Purchase Price (and any
applicable  Oncology  Indication  Purchase Price Increment) with respect to such
quarter as originally determined by Novartis, then Celgene shall be entitled, in
addition  to such  deficiency,  to an  amount  equal  to its  reasonable  costs,
out-of-pocket  or otherwise,  in conducting  such review of Novartis'  books and
records  and its  reasonable  costs,  including  attorneys'  fees and  expenses,
incurred in collecting such additional amount.

             4.7.  SUPPLY OF CLINICAL MATERIAL AT COST.

                   (a) In the  event  that  Celgene  is  supplying  d-MPH IR and
Novartis  requires such d-MPH IR for clinical  development,  Celgene must supply
such d-MPH IR to Novartis at its Fully Allocated Cost.

                                      -13-

<PAGE>

                   (b)  In  the  event  that  Celgene  is  conducting   clinical
development for oncology and after Novartis has elected to manufacture  pursuant
to Section 2.2 hereof,  Novartis must either supply or must cause to be supplied
d-MPH IR to Celgene at its Fully  Allocated  Cost.  In the event that Celgene is
conducting  clinical  development  for oncology,  Novartis must either supply or
must cause to be supplied d-MPH PR to Celgene at its Fully Allocated Cost.

                   (c)  In  the  event   Novartis   has   elected   to   perform
manufacturing  of both the  d-MPH  Products  pursuant  to  Section  2.2  hereof,
Novartis must supply such d-MPH Product to Celgene for clinical  development for
oncology at its Fully Allocated Cost.

                                   ARTICLE V.
                         LICENSE GRANTS; RESERVED RIGHTS

             5.1.  GRANT  OF  LICENSE  RIGHTS  BY  CELGENE TO NOVARTIS.  Celgene
hereby  grants  to  Novartis,   and  Novartis  hereby   accepts,   an  exclusive
royalty-bearing  license  (with  the right to  sublicense  with the  consent  of
Celgene,  which consent shall not be unreasonably withheld or delayed), to make,
have made, use, import, sell and offer to sell the  Methylphenidate  Products in
the Field in the  Territory  under the  Celgene  Technology.  In the event  that
Novartis  manufactures the d-MPH Products,  (i) Celgene will provide to Novartis
all such know-how and information  that is available on hand to Celgene and that
is  necessary  to enable  Novartis to  manufacture  and to obtain the  necessary
regulatory approvals to manufacture the d-MPH Products; (ii) Celgene will assist
Novartis   in   securing   an   appropriate   contract   for  supply  of  active
d-methylphenidate  and  other  raw  materials  from  Celgene  or its  designated
suppliers;  and (iii)  Novartis  shall be solely  responsible  for all costs and
expenses associated with such  manufacturing,  including any costs of technology
transfer and/or compliance with associated regulatory requirements.

             5.2.  PRESERVATION OF LICENSES IN BANKRUPTCY.

                   (a) If Celgene should file a petition under  bankruptcy laws,
or if any involuntary petition shall be filed against Celgene, Novartis shall be
protected in the continued  enjoyment of Novartis' rights as licensee  hereunder
to the maximum feasible extent including,  without limitation,  if it so elects,
the protection  conferred upon licensees under Section 365(n) of Title 11 of the
U.S. Code, or any similar  provision of any applicable  law.  Celgene shall give
Novartis  reasonable prior notice of the filing of any voluntary  petition,  and
prompt notice of the filing of any  involuntary  petition,  under any bankruptcy
laws. If Novartis  should file a petition under the  bankruptcy  laws, or if any
involuntary petition shall be filed against Novartis, Celgene shall be protected
in the  continued  enjoyment  of Celgene's  rights as licensee  hereunder to the
maximum feasible extent,  including,  without  limitation,  if it so elects, the
protection conferred upon licensees under Section 365(n) of Title 11 of the U.S.
Code,  or any similar  provision  of any  applicable  law.  Novartis  shall give
Celgene  reasonable  prior notice of the filing of any voluntary  petition,  and
prompt notice of the filing of any  involuntary  petition,  under any bankruptcy
laws.  If the  bankruptcy  trustee of either  Celgene or Novartis  rejects  this
Agreement under Section 365(a) of Title 11 of the U.S. Code, the other party may
elect to retain  its  rights  licensed  hereunder  (and any other  supplementary
agreements  hereto)  pursuant to Section 365(n) of Title 11 of the U.S. Code for
the duration of this Agreement.

                                      -14-

<PAGE>


                   (b) Each party  recognizes that the Celgene  Technology,  the
Celgene Patent Rights and the Novartis Technology are "intellectual property" as
that term is defined in 11 U.S.C. Section 101(35(A)) or any successor provision.

             5.3.  ROYALTIES.

                   (a) In  consideration  of the licenses and rights  granted by
Celgene to Novartis  pursuant to this Article V, Novartis  shall pay to Celgene,
on a quarterly basis, the following royalties:

                       (i)   With respect to d-MPH  IR, a  royalty  equal to the
Royalty  Percentage  (as  hereinafter  defined)  multiplied by the aggregate Net
Sales for such  quarter.  For purposes of this  Section  5.3(a)(i)  hereof,  the
"Royalty  Percentage"  shall  be 35%,  less the  percentage  of Net  Sales  that
represented  Celgene's  COGS at the time  Novartis gave notice to Celgene of its
election  pursuant  to Section  2.2  hereof,  but in no event  shall the Royalty
Percentage be less than 25%. Further,  at such time as either Section 2.2 (i) or
(ii) is implemented,  in either case as described in Section 2.2 (x) or (y), the
Royalty  Percentage shall be adjusted to compensate  Novartis for any reasonable
direct out of pocket  expenses  incurred by Novartis  in  exercising  its rights
under that paragraph.  Notwithstanding  the foregoing,  with respect to sales of
d-MPH IR which are not Patented Sales,  the Royalty  Percentage shall be reduced
by 50%.

                       (ii)  With respect  to d-MPH  PR, a royalty  equal to the
Royalty Percentage  multiplied by the aggregate Net Sales for such quarter.  For
purposes of this Section 5.3(a)(ii)  hereof, the "Royalty  Percentage" shall be,
in the case where  Celgene is  manufacturing  the active  substance for d-MPH PR
formulations,  30%, and, in the case where  Novartis has elected to  manufacture
the active  substance for d-MPH PR formulations  pursuant to Section 2.2 hereof,
30% less the percentage of Net Sales that represented  Celgene's COGS for active
substance at the time Novartis gave notice to Celgene of its election, but in no
event shall the Royalty  Percentage be less than 25%.  Further,  at such time as
either  Section 2.2 (i) or (ii) is  implemented,  in either case as described in
Section 2.2 (x) or (y), the Royalty  Percentage  shall be adjusted to compensate
Novartis  fully for any  reasonable  direct out of pocket  expenses  incurred by
Novartis in  exercising  its rights under that  paragraph.  Notwithstanding  the
foregoing,  with respect to sales of d-MPH PR which are not Patented Sales,  the
Royalty Percentage shall be reduced by 50%.

                       (iii) With respect to the  Ritalin(R)Line on a country by
country basis, a royalty equal to the Royalty  Percentage.  For purposes of this
Section  5.3(a)(iii),  the Royalty Percentage shall be 7.5% of Net Sales for the
first 12 months  commencing  after the  earlier  of  commercial  launch or three
months after  approval of d-MPH IR and with respect to sales  outside the United
States,  regulatory  pricing  approval;  15% of Net Sales for the  following  12
months;  and 22.5% of Net Sales until d-MPH PR is launched  and 30% of Net Sales
thereafter.

                                      -15-

<PAGE>

                       (iv) With respect to Ritalin(R)QD, a royalty equal to the
Royalty  Percentage.  For  purposes  of this  Section  5.3(a)(iv),  the  Royalty
Percentage  shall be 10% of Net Sales for the first 12 months  after  commercial
launch;  20% of Net Sales for the following 12 months;  and 30% of Net Sales for
the following  third 12 months and  thereafter.  Notwithstanding  the foregoing,
with respect to sales of Ritalin(R) QD which are not Patented Sales, the Royalty
Percentage shall be reduced by 50%.

                   During  the  term  of this  Agreement,  following  the  First
Commercial  Sale  of any  product  manufactured  by  Novartis  pursuant  to this
Agreement,  Novartis  shall within thirty (30) days after each calendar  quarter
furnish to Celgene a written  quarterly  report showing:  (i) the gross sales of
the product sold by Novartis and its Affiliates  during the reporting period and
the  calculation  of Net Sales  from such  gross  sales;  and (ii) the  specific
deductions  permitted by the definition of "Net Sales" taken in connection  with
the  calculation  of Net  Sales.  If no royalty  is due for any  royalty  period
hereunder,  Novartis shall so report.  Novartis shall keep complete and accurate
records in sufficient  detail to properly  reflect all gross sales and Net Sales
and to enable the royalties payable hereunder to be determined.

                  (b)  Reference  is made to  Novartis'  obligation  pursuant to
Section  4.6(c)  hereof to prepare and furnish  Celgene the  Quarterly Net Sales
Prescription  Report.  Notwithstanding  anything to the  contrary  contained  in
Section  5.3(a)  hereof,  Celgene  shall be  entitled  to (A) for d- MPH IR,  an
incremental  royalty (the  "Oncology  Royalty  Increment")  equal to (i) 100% of
Adjusted  Oncology  Net  Sales as set forth in  Section  4.6(c),  multiplied  by
Novartis' Gross Profit Margin for d-MPH IR for the relevant  quarter,  less (ii)
the Royalty  Percentage  set forth in Section  5.3(a)(i)  multiplied by Adjusted
Oncology Net Sales;  and (B) for d-MPH PR, an additional  royalty (the "Oncology
Royalty  Increment") equal to (i) 100% of Adjusted Oncology Net Sales multiplied
by Novartis'  Gross Profit  Margin for d-MPH PR for the relevant  quarter,  less
(ii) the  Royalty  Percentage  set forth in  Section  5.3(a)(ii)  multiplied  by
Adjusted  Oncology  Net Sales.  An example of the  calculation  of the  Oncology
Royalty Increment for d-MPH IR and d-MPH PR is described in Schedule 5.3(b). The
Oncology Royalty  Increment shall be payable to Celgene with the delivery of the
Quarterly Net Sales Prescription Report.

                  (c)  Royalties  payable  pursuant to this Section 5.3 shall be
paid to Celgene on Net Sales from the date of the First  Commercial  Sale of any
product  pursuant to this Agreement  until the termination of this Agreement and
shall be net of any and all sales, withholding or similar taxes, if any, imposed
in connection with the sale,  production and delivery of any product,  except to
the extent Celgene receives a foreign tax benefit or other  offsetting  economic
benefit. Under no circumstances will sales of generic  methylphenidate by Geneva
Pharmaceuticals,  Inc. or its successor or another Affiliate of Novartis outside
the United States be subject to any royalties hereunder.  After ten years, there
shall be no  obligation  to pay any royalty  except  with  respect to sales of a
Methylphenidate  Product  covered by a Valid Claim of a Celgene issued patent or
supplemental  protection  certificate  in force in the country where the sale is
made (a "Patented  Sale"). A "Valid Claim" is a claim in a patent in force which
has not been held invalid,  revoked,  or  unenforceable  by any patent office or
court of competent jurisdiction in the relevant country.

                                      -16-

<PAGE>

             5.4.  AUDITS.  Upon the written request of Celgene,  Novartis shall
permit an independent  public  accountant  selected by Celgene and acceptable to
Novartis,  which acceptance shall not be unreasonably  withheld,  to have access
during  normal  business  hours to such records of Novartis as may be reasonably
necessary to verify the accuracy of the royalty  reports  described  herein,  in
respect of any fiscal year ending not more than  thirty-six (36) months prior to
the  date of such  request.  All such  verifications  shall  be  conducted  upon
reasonable  prior notice and not more than once in each  calendar  year.  In the
event such Celgene representative  concludes that additional royalties were owed
to Celgene during such period,  the additional royalty shall be paid by Novartis
within  thirty  (30)  days  of  the  date  Celgene  delivers  to  Novartis  such
representative's  written  report  so  concluding.  The  fees  charged  by  such
representative  shall be paid by  Celgene  unless the audit  discloses  that the
royalties  payable by Novartis for the audited  period are  understated  by more
than five percent (5%), in which case Novartis shall pay the reasonable fees and
expenses  charged by such  representative.  Novartis shall include in each Third
Party sublicense granted by it pursuant to this Agreement a provision  requiring
the  sublicensee  to make reports to Novartis,  to keep and maintain  records of
sales made  pursuant to such  sublicense  and to grant access to such records by
Celgene's  representatives  to the same extent  required by Novartis  under this
Agreement.  Celgene  agrees that all  information  subject to review  under this
Section 5.4 is confidential and that Celgene shall cause its  representatives to
retain all such information in confidence in accordance with Article IX hereof.

             5.5. ROYALTY PAYMENT TERMS. Royalties shown to have accrued by each
royalty report provided for under Section 5.3(a) hereof shall be due thirty (30)
days after the end of such quarter. Payment of royalties in whole or in part may
be made in  advance  of such due date.  Royalties  determined  to be owing  with
respect to any prior  quarter shall be added,  together  with  interest  thereon
accruing (at the prime rate announced from time to time by Citibank,  N.A., plus
2%) from the date originally due, to the next quarterly payment hereunder.

             5.6. STANDARDS. Novartis shall manufacture or have manufactured the
d-MPH Products pursuant to this Article V in accordance with specifications upon
which FDA Approval was received or such other  specifications as the parties may
hereafter agree upon and applicable law, including,  without lmitation, any cGMP
requirements.  For purposes of verifying Novartis'  compliance with this Section
5.6, (i) Celgene shall be permitted access to Novartis' manufacturing facilities
and related  records and personnel  during normal  business hours, on reasonable
prior notice and not more than once in any calendar year and (ii) Novartis shall
use commercially reasonable efforts to cause, by means of contractual provisions
or otherwise,  its contract  manufacturers  to permit  Celgene to have access to
such contract  manufacturers'  manufacturing  facilities and related records and
personnel  during normal business hours, on reasonable prior notice and not more
than once in any calendar year.

             5.7.  SUPPLY OF PRODUCT TO CELGENE.  When Novartis  manufactures or
has  manufactured  d-MPH PR and in the event that Novartis  manufactures  or has
manufactured  d-MPH IR,  Novartis shall provide such  quantities of d-MPH PR and
d-MPH IR in bulk finished  formulation F.O.B.  Novartis' facility as Celgene and
Celgene's  designated  licensees may require at a price equal to Novartis'  COGS
plus 5% for  markets  outside  the  Territory.  Celgene  shall pay all sales and
similar taxes, import duties in connection with such purchases.

                                      -17-

<PAGE>

             5.8.  SUBLICENSING.  Notwithstanding  any  sublicense  by  Novartis
hereunder,  Novartis  shall remain fully  responsible to Celgene with respect to
Novartis' obligations hereunder.

             5.9. SUPPLY OF ACTIVE  SUBSTANCE TO NOVARTIS.  Celgene shall supply
the d-MPH active  substance to Novartis at Celgene's COGS for the development of
d-MPH PR and d-MPH IR if additional studies are performed by Novartis.

                                   ARTICLE VI.
                                  LICENSE FEES

             6.1  LICENSE   FEES.   Novartis   shall  make  a  total  of  up  to
U.S.$100,000,000  of licensee fee payments to Celgene  pursuant to the following
schedule:

                      (a) On the  Effective  Date, a payment of  U.S.$10,000,000
plus interest  accrued at the rate of 8% per annum from the date of execution of
this  Agreement to the  Effective  Date;  provided,  however,  that if antitrust
clearance  from the FTC and the Antitrust  Division of the Department of Justice
is  not   received  by  the  parties  with   respect  to  this   Agreement   and
notwithstanding  any  termination of this Agreement  pursuant to Section 11.3(f)
hereof,  Novartis shall pay Celgene a payment of U.S.  $5,000,000  plus interest
accrued at the rate of 8% per annum from the date of execution of this Agreement
to the Termination Date.

                      (b) Upon the acceptance by the FDA of an NDA for d-MPH IR,
a payment of U.S.$5,000,000.

                      (c)  Upon  FDA   Approval   of  d-MPH  IR,  a  payment  of
U.S.$12,500,000.

                      (d) Upon the submission to FDA of an NDA for the d-MPH PR,
a payment of U.S.$7,500,000.

                      (e) Upon FDA  Approval  of the  d-MPH  PR,  a  payment  of
U.S.$20,000,000.

                      (f) If either of the d-MPH  Products is  transferred  from
its  current  status of C-II under the  Controlled  Substances  Act of 1970 (the
"Act")  to a status of  either  C-IV or C-V  under the Act,  or if either of the
d-MPH  Products is determined  not to be a controlled  substance  under the Act,
Novartis will pay to Celgene,  upon the happening of either event,  a payment of
U.S.$15,000,000 (said milestone payable only once).

                      (g) Upon the  submission of  regulatory  dossier in Europe
for d-MPH IR:
                          (i)  Centralized (EMEA), US$5,000,000; or
                          (ii) Mutual  Recognition  for each of France, Germany,
Italy, Spain and  the  United  Kingdom (collectively, the "Five Major Markets"),
US$1,000,000 per market.

                                      -18-

<PAGE>

                      (h) Upon approval in Europe for d-MPH IR:
                          (i)  Centralized (EMEA), US$10,000,000; or
                          (ii) Mutual  Recognition  for  each  of the Five Major
Markets, US$2,000,000 per market.

                      (i) Upon  the  submission  of regulatory dossier in Europe
for d-MPH PR:
                          (i)  Centralized (EMEA), US$5,000,000; or
                          (ii) Mutual  Recognition  for  each  of the Five Major
Markets, US$1,000,000 per market.

                      (j) Upon approval in Europe for d-MPH PR:
                          (i)  Centralized (EMEA), US$10,000,000; or
                          (ii) Mutual  Recognition  for  each  of the Five Major
Markets, US$2,000,000 per market.

             6.2  NOTIFICATION OF MILESTONE  ACHIEVEMENT AND INVOICE  PROCEDURE.
Novartis  shall  notify  Celgene in  writing  within  ten  business  days of the
achievement  of  each  milestone   event  described  in  Section  6.1  Upon  the
achievement  of a  milestone  event,  Celgene  shall  send  Novartis  an invoice
substantially  in the form  contained in Schedule 6.2 for the milestone  payment
due as a result thereof in accordance with Section 6.1. Novartis shall make each
milestone payment within 15 days of its receipt of the invoice from Celgene.

                                  ARTICLE VII.
                         DEVELOPMENT; REGULATORY MATTERS

             7.1.  APPROVAL OF D-MPH IR. Celgene shall continue its  development
of d-MPH IR to obtain FDA Approval and will conduct required  additional studies
until such approval is obtained; provided, however, that Novartis shall promptly
reimburse  Celgene  for the  cost  of all  studies  described  in  Schedule  7.1
conducted  from the date of execution of the Agreement  until the Effective Date
or  Termination  Date,  such expenses not to exceed those listed in Schedule 7.1
with  respect to d-MPH IR without  the  approval of the  Development  Committee.
After the  Effective  Date,  Novartis  shall pay for all such studies  directly.
Celgene will make any  additional or  supplemental  submissions  required by the
FDA;  provided,  however,  that  Novartis  shall  pay for the  cost of any  such
submissions.

             7.2.  OTHER DEVELOPMENT EFFORTS AND FUNDING.

                   (a) (i)  Subject to Section  2.3  hereof,  Novartis  will use
commercially reasonable efforts to develop and seek FDA Approval of d-MPH PR for
ADD and ADHD indications  commencing on the date of execution of this Agreement.
Should Novartis choose to

                                      -19-

<PAGE>

develop additional formulations or indications for the d-MPH Products,  Novartis
will fully fund such development work. (ii) In addition,  Novartis will, subject
to Section 7.1 (A) fully fund all remaining  expenses related to NDA approval of
the  d-MPH  Products  for the  ADD/ADHD  indications  commencing  on the date of
execution  of this  Agreement,  (B) be  responsible  for payment of any Phase IV
commitments required by FDA as a condition of NDA approval of the d-MPH Products
and (C)  fully  fund all  remaining  expenses  relating  to  studies  that  have
commenced or under  contract as of the date of  execution  of this  Agreement as
described in Schedule 7.2(a)(ii)(C), such expenses not to exceed those listed in
Schedule  7.2(a)(ii)(C)  with  respect to d-MPH IR without  the  approval of the
Development Committee.  Provided,  however, that with respect to clauses (i) and
(ii) above,  that Novartis shall promptly  reimburse Celgene for the cost of all
such studies  conducted  from the date of execution of the  Agreement  until the
Effective Date or Termination Date. After the Effective Date, Novartis shall pay
for all such studies directly.

                   (b) For  countries  outside  of the United  States,  Novartis
shall  make  a  decision  (on a  country-by-country,  product-by-product  basis)
whether  to file  for  regulatory  approval  for  d-MPH  IR or PR  based  on its
commercial  assessment of the market potential for such d-MPH Product.  Novartis
shall notify Celgene of its decision in writing, as follows:

            (i)    for  European  Union  countries,  within  three months of FDA
                   Approval for such d-MPH Product;

            (ii)   for  Australia,  within six months of receipt of FDA Approval
                   for such d-MPH Product; and

            (iii)  for all other  non-U.S.  countries  (including  Japan) in the
                   Territory, within 12 months of FDA Approval.

If Novartis elects to file for regulatory approval for d-MPH IR or d-MPH PR in a
country,  Novartis shall use commercially reasonable efforts to develop and seek
regulatory  approval  for such d-MPH  Product  in such  country  and,  following
receipt of such regulatory approval, shall act in accordance with Section 4.1 in
connection with the sales and marketing of such d-MPH Product in the country.

                   (c) Upon  Novartis'  notification  to Celgene of its decision
not to file for regulatory  approval for a d-MPH Product for a non- U.S. country
in the Territory (each, an "Excluded  Country" and  collectively,  the "Excluded
Countries"),  Celgene  shall  have the  option  (exercisable  within one year of
Novartis' notice) to either: (i) renegotiate terms with Novartis for the sale by
Novartis or a sublicensee of such d-MPH Product in such Excluded Country or (ii)
terminate  Novartis' license for such d-MPH Product in such Excluded Country and
pursue such regulatory approval and  commercialization  of such d-MPH Product in
such Excluded Country at its own expense; provided, however, that nothing herein
shall be deemed to convey any  license  to the  Ritalin  trademark  or any other
trademark of Novartis.

             7.3.   DISTRIBUTION  AND  LICENSE  RIGHTS.   Any  formulations  and
indications  developed  pursuant  to Section  7.1 or 7.2 hereof  shall be deemed
included in d-MPH IR and d-MPH PR for  purposes of this  Agreement,  except that
Celgene  shall have the  exclusive  right to promote  any such  formulations  to
Oncologists.

                                      -20-

<PAGE>


             7.4. DEVELOPMENT  COMMITTEE.  Celgene and Novartis shall establish,
as soon as  practicable  after  the  Effective  Date,  a  Development  Committee
comprised  of no more than three (3) senior  representatives  of each of Celgene
and Novartis.  The  Development  Committee  shall be chaired by a member thereof
designated,  from time to time by  Novartis.  The  Development  Committee  shall
discuss development and registration issues and shall coordinate the development
and  registration  efforts  described  in  this  Article  VII.  Meetings  of the
Development  Committee shall be at such times and places and in such form (e.g.,
in person,  telephonic or video  conference)  as the members of the  Development
Committee shall determine.  Representatives  of both Parties shall be present at
any meeting of the Development Committee. Decisions of the Development Committee
shall be made by unanimous  vote or by a written  consent  signed by all members
thereof.  The  Development  Committee  shall keep  minutes of its  deliberations
setting forth, among other matters,  all proposed actions and all votes thereon.
All records of the Development Committee shall at all times be available to both
Parties.  The  Development  Committee may delegate to one Party or to a specific
representative the authority to make certain decisions. All disagreements within
the Development Committee shall be subject to the following:

                  (a) The members of the  committee  will endeavor in good faith
for a period of not less  than  thirty  (30)  days to  attempt  to  resolve  the
dispute; and

                  (b) If the members of the  committee are unable to resolve the
dispute by the end of such period,  the  committee  shall  promptly  present the
disagreement to the Chief  Operating  Officer of Celgene and the Chief Operating
Officer of Novartis or their  respective  designees,  and such executives  shall
endeavor to resolve the dispute.

             7.5.  REGISTRATIONS.  Celgene shall be responsible  for the NDA and
supplemental submissions related to d-MPH IR in the U.S. but Novartis shall have
the  right,  through  the  Development  Committee,  to  provide  input  into the
preparation of such submission materials.  Notwithstanding the foregoing,  after
submission of the NDA and  supplemental  submissions with respect to d-MPH IR in
the U.S. and after the Effective  Date,  Celgene shall notify the FDA in writing
that ownership of the Investigational New Drug and New Drug Application has been
transferred to Novartis and that Novartis is the responsible  party for purposes
of the related  Investigational New Drug and New Drug Application submission and
other regulatory issues. Novartis, in turn, shall notify the FDA in writing that
it has accepted  ownership of the  Investigational  New Drug Application and New
Drug  Application.  Novartis shall be responsible  for the NDA and  supplemental
submissions  related  to d-MPH IR in the U.S.  as well as any  submissions  made
outside the U.S.,  but  Celgene  shall have the right,  through the  Development
Committee, to provide input into the preparation of such submission materials.

             7.6.  ADVERSE EVENT  REPORTING.  Each of Novartis and Celgene shall
promptly  report any  serious or  unexpected  event (as that term is used by the
FDA) to the other  (after  first  reporting  such  event to the FDA) of which it
becomes aware during the clinical  development or commercialization of the d-MPH
Products,  and shall  reasonably  cooperate with the other in providing  related
information.  The parties  shall  negotiate in good faith  concerning a detailed
adverse  event  reporting  procedure  as soon as  practicable  after the date of
execution of this Agreement.

                                      -21-

<PAGE>


                                  ARTICLE VIII.
                          INTELLECTUAL PROPERTY RIGHTS

             8.1. NO OTHER  TECHNOLOGY  RIGHTS.  Except as  otherwise  expressly
provided in this Agreement,  under no circumstances  shall a party hereto,  as a
result of this Agreement, obtain any ownership interest in or other right to any
technology,  trade secrets,  know-how,  patents,  pending  patent  applications,
products,  or biological  materials of the other party,  including  items owned,
controlled or developed by the other party, or transferred by the other party to
said party, at any time pursuant to this Agreement.

             8.2. ENFORCEMENT OF PATENT RIGHTS.  Celgene and Novartis shall each
promptly  notify  the other in  writing of any  actual,  alleged  or  threatened
infringement  of patents or patent  applications  of either  party of which they
become aware.

             Celgene  may enforce any of the  Celgene  Patent  Rights  against a
third party and may defend any  declaratory  judgment action brought in relation
to such patents, all at its own expense. In the event that a third party sells a
product  that  infringes  any patent  included in the Celgene  Patent  Rights or
brings a declaratory  judgment  action  regarding any such patent(s) and Celgene
elects not to enforce or defend such patent(s),  the royalty due to Celgene with
respect to the relevant  country for sales of the d-MPH Products,  Ritalin(R) QD
and the Ritalin(R) Line covered by such patent(s) shall be reduced by 50%.

             8.3.  MAINTENANCE  OF PATENTS.  Celgene  shall be  responsible  for
paying the  maintenance  fees and annuities  with respect to the Celgene  Patent
Rights and Novartis  shall,  at all times during the term of this Agreement fund
the cost of such maintenance fees and annuities.

                                   ARTICLE IX.
                                 CONFIDENTIALITY

             9.1. NONDISCLOSURE OBLIGATIONS.

                  (a) Except as otherwise provided in this Agreement, during the
term of this  Agreement  and for a period  of ten (10)  years  thereafter,  both
Parties  shall  maintain in  confidence  and not use for any purpose  other than
those  contemplated by this Agreement (a) information and data received from the
other party resulting from or related to the d-MPH  Products,  Ritalin(R) QD and
the Ritalin(R) Line and (b) all information and data not described in clause (a)
but supplied by the other party under this Agreement marked  "Confidential." For
purposes of this Article IX, information and data described in clause (a) or (b)
shall be referred to as "Information."

                                      -22-

<PAGE>

                  (b) To the extent it is reasonably necessary or appropriate to
fulfill its obligations or exercise its rights under this Agreement, a party may
disclose  Information  it is  otherwise  obligated  under  this  Section  not to
disclose  to its  Affiliates,  consultants,  outside  contractors  and  clinical
investigators,  on a  need-to-know  basis on  condition  that such  entities  or
persons agree to keep the Information confidential for the same time periods and
to  the  same  extent  as  such  party  is  required  to  keep  the  Information
confidential;  and a party may disclose such  Information to government or other
regulatory  authorities  to  the  extent  that  such  disclosure  is  reasonably
necessary to obtain patents or authorizations to conduct clinical trials of, and
to  commercially  market,  the d-MPH  Products,  Ritalin(R) QD or the Ritalin(R)
Line. The obligation not to disclose  Information shall not apply to any part of
such Information that: (a) is or becomes part of the public domain other than by
unauthorized acts of the party obligated not to disclose such Information or its
Affiliates;  (b) can be shown by written documents to have been disclosed to the
receiving  party or its Affiliates by a Third Party,  provided such  Information
was not obtained by such Third Party directly or indirectly from the other party
pursuant to a  confidentiality  agreement;  (c) prior to  disclosure  under this
Agreement,  was  already  in  the  possession  of  the  receiving  party  or its
Affiliates,  provided such  Information was not obtained  directly or indirectly
from the other party pursuant to a confidentiality  agreement;  (d) can be shown
by written documents to have been independently developed by the receiving party
or its Affiliates without breach of any of the provisions of this Agreement; (e)
is disclosed by the receiving  party pursuant to  interrogatories,  requests for
information or documents, subpoena, civil investigative demand issued by a court
or  governmental  agency or as  otherwise  required  by law;  provided  that the
receiving party notifies the other party  immediately  upon receipt thereof (and
provided  that  the  disclosing   party  furnishes  only  that  portion  of  the
Information  which  it is  advised  by  counsel  is  legally  required);  or (f)
pharmacological  and clinical data used for marketing purposes following receipt
of FDA Approval.

             9.2. TERMS OF THIS  AGREEMENT.  Celgene and Novartis each agree not
to disclose any terms or conditions of this Agreement to any Third Party without
the prior consent of the other party,  except as required by applicable  law. If
Celgene  determines that it is required to file with the Securities and Exchange
Commission or other governmental  agency this Agreement for any reason,  Celgene
shall request  confidential  treatment of such portions of this  Agreement as it
and Novartis shall together determine.  Notwithstanding  the foregoing,  Celgene
and Novartis may use, as a routine  reference in the usual course of business to
describe the terms of this transaction, any statement containing information not
materially  different from the information set forth on Schedule 9.2 hereof,  as
such Schedule may be amended from time to time.

                                   ARTICLE X.
                                   INDEMNITY

             10.1.  NOVARTIS INDEMNITY  OBLIGATIONS.  Novartis agrees to defend,
indemnify and hold  Celgene,  its  Affiliates  and their  respective  employees,
officers,  directors,  counsel  and agents  harmless  from all  claims,  losses,
damages or expenses (including,  without limitation,  reasonable attorneys' fees
and expenses and costs of investigation)  arising as a result of: (a) the breach
by Novartis  of any  covenant,  representation  or  warranty  contained  in this
Agreement; (b) actual or asserted violations of any applicable law or regulation
by Novartis or its Affiliates by virtue of

                                      -23-

<PAGE>

which the d-MPH  Product,  Ritalin(R) QD or the  Ritalin(R)  Line  manufactured,
distributed  or  sold  shall  be  alleged  or  determined  to  be   adulterated,
misbranded, mislabeled or otherwise not in compliance with any applicable law or
regulation;  (c) claims for bodily injury, death or property damage attributable
to the manufacture,  distribution or sale of the d-MPH Product, Ritalin(R) QD or
the  Ritalin(R)  Line by Novartis or its  Affiliates;  (d) any  negligent act or
omission  of  Novartis  (or  any  Affiliate  or  sublicensee   thereof)  in  the
manufacture,  promotion,  marketing and sale of any d-MPH Product, Ritalin(R) QD
or the  Ritalin(R)  Line or any other  activity  conducted  by  Novartis  or its
Affiliates under this Agreement which is the proximate cause of injury, death or
property  damage to a third party; or (e) any failure of Novartis to comply with
any  recall  of  a  d-MPH  Product,   Ritalin(R)  QD  or  the  Ritalin(R)   Line
manufactured,  distributed or sold by Novartis or its Affiliates that is ordered
by a  governmental  agency or  required  by a  confirmed  failure  of such d-MPH
Product, Ritalin(R) QD or the Ritalin(R) Line.

             10.2.  CELGENE  INDEMNITY  OBLIGATIONS.  Celgene  agrees to defend,
indemnify and hold  Novartis,  its Affiliates  and their  respective  employees,
officers,  directors,  counsel  and agents  harmless  from all  claims,  losses,
damages or expenses (including,  without limitation,  reasonable attorneys' fees
and expenses, and costs of investigation) arising as a result of: (a) the breach
by  Celgene  of any  covenant,  representation  or  warranty  contained  in this
Agreement; (b) actual or asserted violations of any applicable law or regulation
by  Celgene  or its  Affiliates  by  virtue  of which  d-MPH  IR and the  active
substance  for d-MPH PR  manufactured,  distributed  or sold shall be alleged or
determined  to be  adulterated,  misbranded,  mislabeled  or  otherwise  not  in
compliance with any applicable law or regulation;  (c) claims for bodily injury,
death or property damage attributable to the manufacture,  distribution, sale or
use of the d-MPH Products by Celgene or its Affiliates; (d) any negligent act or
omission  of  Celgene  (or  any  Affiliate  or   sublicensee   thereof)  in  the
manufacture,  promotion,  marketing  and sale of any d-MPH  Product or any other
activity  conducted by Celgene or its Affiliates  under this Agreement  which is
the proximate cause of injury, death or property damage to a third party; or (e)
any  failure  of  Celgene  to  comply  with  any  recall  of  a  d-MPH   Product
manufactured,  distributed or sold by Celgene or its Affiliates  that is ordered
by a  governmental  agency or  required  by a  confirmed  failure  of such d-MPH
Product.

             10.3.  PROCEDURE.  A  party  or  any  of its  Affiliates  or  their
respective  employees  or  agents  (the  "Indemnitee")  that  intends  to  claim
indemnification  under this Article X shall promptly notify the other party (the
"Indemnitor")  of any loss,  claim,  damage,  liability  or action in respect of
which the Indemnitee intends to claim such  indemnification,  and the Indemnitor
shall  assume the defense  thereof  with counsel  mutually  satisfactory  to the
Parties;  provided,  however,  that an Indemnitee shall have the right to retain
its own  counsel,  with the fees and expenses to be paid by the  Indemnitor,  if
representation  of such  Indemnitee  by the counsel  retained by the  Indemnitor
would be inappropriate  due to actual or potential  differing  interests between
such  Indemnitee  and  any  other  party  represented  by such  counsel  in such
proceedings.  The  indemnity  agreement  in this  Article  X shall  not apply to
amounts paid in settlement of any loss,  claim,  damage,  liability or action if
such settlement is effected without the consent of the Indemnitor, which consent
shall not be withheld unreasonably.  The Indemnitor may not settle, or otherwise
consent to an adverse  judgment with respect to, any loss,  claim,  liability or
action  without  the  consent  of the  Indemnitee,  which  consent  shall not be
withheld unreasonably.  The failure to deliver notice to the Indemnitor within

                                      -24-

<PAGE>


a reasonable time after the  commencement of any such action,  if prejudicial to
its  ability  to defend  such  action,  shall  relieve  such  Indemnitor  of any
liability  to the  Indemnitee  under  this  Article  X to  the  extent  of  such
prejudice,  but the  omission so to deliver  notice to the  Indemnitor  will not
relieve it of any liability  that it may have to any  Indemnitee  otherwise than
under this Article X. The Indemnitee,  its employees and agents, shall cooperate
fully with the Indemnitor and its legal  representatives in the investigation of
any action,  claim or liability  covered by this  indemnification.  In the event
that each party  claims  indemnity  from the other and one party is finally held
liable to indemnify the other,  the Indemnitor  shall  additionally be liable to
pay the reasonable legal costs and attorneys' fees incurred by the Indemnitee in
establishing its claim for indemnity.

             10.4.   INSURANCE.   Novartis  and  Celgene   shall  each  maintain
appropriate product liability insurance with respect to development, manufacture
and  sales  of the  d-MPH  Products,  Ritalin(R)  QD or the  Ritalin(R)  Line by
Novartis or Celgene,  as the case may be, in such amount as Novartis or Celgene,
respectively, customarily maintains with respect to sales of its other products.
Novartis and Celgene,  as applicable,  shall each maintain such insurance for so
long as it continues to manufacture or sell the d-MPH Products, Ritalin(R) QD or
the Ritalin(R)  Line, as the case may be, and thereafter for so long as Novartis
or  Celgene,  as  applicable,  maintains  insurance  for  itself  covering  such
manufacture or sales.

                                   ARTICLE XI.
                              TERM AND TERMINATION

             11.1. TERM. Unless sooner  terminated  pursuant to this Article XI,
the term of this Agreement is for the period  beginning on the date of execution
of the  Agreement  and  ending on the later of the  tenth  anniversary  of First
Commercial  Launch  or, on a country  by country  basis,  the last d-MPH  patent
listed in  Exhibit A (and all  continuations,  divisionals  and  equivalents  or
counterparts thereof and all supplemental  protection  certificates,  extensions
and  reissues  thereof) to expire (the  "Expiration  Date") with respect to that
country.  At the request of Novartis made not later than the date that is twelve
(12) months prior to the Expiration Date, Celgene and Novartis shall endeavor in
good faith to reach  agreement with respect to any extension or  modification on
commercially  reasonable  terms,  of all or any of the  rights  and  obligations
provided  for in this  Agreement.  If  despite  such good faith  endeavor,  such
agreement is not reached,  the parties  hereto shall have no further  obligation
pursuant to the preceding  sentence from and after the  Expiration  Date. At the
Expiration  Date,  Celgene  shall  grant  Novartis a  perpetual,  non-exclusive,
royalty-free license to make, have made, use, import, sell and offer to sell the
d-MPH Products and Ritalin(R) QD under the Celgene Technology.

             11.2. EXISTING OBLIGATIONS. Termination pursuant to Section 11.1 of
this  Agreement  for any reason shall not relieve the Parties of any  obligation
accruing prior to such expiration or termination.

             11.3.   TERMINATION  BY  EITHER  PARTY.  Celgene  or  Novartis,  as
applicable,  may terminate this Agreement on 60 days prior written notice to the
other party upon the occurrence of any of the following:

                                      -25-

<PAGE>

                  (a) by either  party in the event of a material  breach by the
other party of any covenant,  duty or  undertaking  herein,  which breach is not
cured within 30 days after receipt of notice thereof;

                  (b) by Celgene  if, on more than two  occasions  in any twelve
month period,  Novartis shall have failed to pay any amount  hereunder when due,
which failure shall have continued for at least ten (10) business days following
Celgene's delivery of notice thereof to Novartis;

                  (c) by Celgene in the event of Novartis' discontinuance of the
active conduct of its business for a period in excess of 30 days;

                  (d) by either  party,  on a product by product  and country by
country  basis,  in  the  event  of  the  withdrawal  of the  d-MPH  Product  or
Ritalin(R)QD from the marketplace due to any regulatory mandate;

                  (e) by either party in the event the other party or any person
controlling such party shall become insolvent or shall file or have filed by its
creditors  a  petition  in  bankruptcy  or  similar  proceeding,  or a court  of
competent  jurisdiction  appoints a receiver over the business or assets of such
other party,  or such other party makes a general  assignment for the benefit of
creditors; or

                  (f) by either party in the event that  antitrust  clearance is
not  received  from the FTC and the  Antitrust  Division  of the  Department  of
Justice with respect to the Agreement.

             11.4.  TERMINATION OF EXCLUSIVITY BY CELGENE. In the event Novartis
fails to meet its Minimum Sales (as hereinafter  defined),  Novartis may, at its
option,  pay Celgene an amount equal to thirty  percent  (30%) of any  shortfall
under that minimum net sales target that is not due to an event of force majeure
described  in  Section  14.1  hereof or  Celgene's  failure  to meet its  supply
obligations  to Novartis  under  Section 4.5 hereof.  In the event that Novartis
does not elect to pay such amount,  Celgene shall have the right, at its option,
to terminate the exclusive nature of the rights of Novartis under this Agreement
and  Novartis  shall  provide  Celgene  with  access to all  necessary  data and
otherwise   cooperate  with  Celgene  to  enable  Celgene  to  obtain   parallel
registrations.  The term "Minimum  Sales" shall mean the minimum sales listed on
Schedule 11.4 hereto.

             11.5.  TERMINATION  BY  CELGENE.  Notwithstanding  anything  to the
contrary  contained  herein,  with respect to the d-MPH Products,  in event that
Novartis has not made all required filings with the Japanese  Ministry of Health
and Welfare  within five years of the date of execution of this  Agreement,  all
licenses and rights  granted to Novartis  with respect to the d-MPH  Products in
Japan shall terminate.

                                      -26-

<PAGE>


             11.6.  TERMINATION  BY  NOVARTIS.  Notwithstanding  anything to the
contrary  contained  herein,  Novartis  shall have the right to  terminate  this
Agreement, effective twelve (12) months after written notice to Celgene.

             11.7.  EFFECTS OF  TERMINATION  BY CELGENE.  If this  Agreement  is
terminated by Celgene,

                    (a) all  licenses and rights  granted to Novartis  hereunder
shall terminate and Novartis will immediately  cease to manufacture and sell the
d-MPH  Products and  Ritalin(R) QD if such products are covered by a Valid Claim
of a Celgene issued patent or  supplemental  protection  certificate;  provided,
however, that Novartis and Celgene shall negotiate in good faith with respect to
a mutually acceptable agreement to commercialize Ritalin(R) QD;

                    (b)  Novartis  shall  transfer and assign to Celgene any and
all registrations for the d-MPH Products;

                    (c) if such  termination  is pursuant to Section  11.3(a) or
(b) hereof,  Celgene  shall be entitled to claim from Novartis all damages which
would be due to Celgene under law and equity. If such termination is pursuant to
Section  11.3(c),  (d), (e) or (f) or Section 11.5 hereof,  neither  party shall
have any liability to the other, except as otherwise  specifically  provided for
herein;

                    (d)  Novartis  may  dispose  of its  inventory  of the d-MPH
Products and Ritalin(R) QD on hand as of the effective date of termination,  and
may fill any orders for the d-MPH  Products and  Ritalin(R) QD accepted prior to
the effective date of termination,  for a period of twelve (12) months after the
effective date of termination;

                    (e)  within  thirty  (30)  days  after  disposition  of such
inventory  and  fulfillment  of such orders  Novartis  will forward to Celgene a
final report and pay Celgene all amounts due for Net Sales in such period;

                    (f) Novartis  shall grant  Celgene a  worldwide,  perpetual,
non-exclusive,  fully-paid  and  royalty  free  right and  license to use in the
manufacture of the d-MPH Products the Novartis  Technology  that is necessary or
useful in the  manufacture  of the d-MPH Products and until such time as Celgene
can establish regulatory approval of an alternate  manufacturer,  supply Celgene
with the d-MPH Products on commercially reasonable terms;

             11.8.  SURVIVAL OF  TERMINATION.  The termination of this Agreement
shall not affect (i) Novartis' obligation to pay Celgene any amounts due Celgene
for  d-MPH  Product,  Ritalin(R)  QD  or  the  Ritalin(R)  Line  sold  prior  to
termination  or pursuant to Section 11.4 hereof;  (ii) Sections 2.4 and 7.6; and
(iii) Articles III, VIII, IX, X, XI, XII, XIII, and XIV.

                                      -27-

<PAGE>

             11.9.  EFFECTS OF  TERMINATION  BY NOVARTIS.  If this  Agreement is
terminated by Novartis,

                    (a) all  licenses  and  rights  granted  to  Novartis  shall
terminate and Novartis will immediately  cease to manufacture and sell the d-MPH
Product and  Ritalin(R)  QD if such  products  are covered by a Valid Claim of a
Celgene issued patent or supplemental protection certificate;

                    (b) if such  termination  is  pursuant  to  Section  11.3(a)
hereof, Novartis shall be entitled to claim from Celgene all damages which would
be due to Novartis  under law and  equity.  If such  termination  by Novartis is
pursuant to any other provision of this Agreement,  neither party shall have any
liability to the other, except as other wise specifically provided for herein;

                    (c)  Novartis  may  dispose  of its  inventory  of the d-MPH
Products and Ritalin(R) QD on hand as of the effective date of termination,  and
may fill any orders for d-MPH Product and  Ritalin(R)  QD accepted  prior to the
effective  date of  termination,  for a period of twelve (12)  months  after the
effective date of termination; and

                    (d)  within  thirty  (30)  days  after  disposition  of such
inventory  and  fulfillment  of such orders  Novartis  will forward to Celgene a
final report and pay all amounts due Celgene for Net Sales in such period; and

                    (e) if such  termination  is  pursuant  to  Section  11.3(a)
hereof or upon the  Expiration  Date,  Celgene shall grant Novartis a perpetual,
non-exclusive,  royalty-free  license to make, have made, use, import,  sell and
offer to sell the d-MPH Products and Ritalin(R) QD under the Celgene Technology.

                                  ARTICLE XII.
                          INTELLECTUAL PROPERTY RIGHTS

             12.1.  OWNERSHIP.  All  right,  title  and  interest  in and to the
Celgene Technology shall be owned by Celgene.

             12.2.  DEFENSE OF INDIVIDUAL  INFRINGEMENT  ACTIONS.  If Celgene or
Novartis,  or any of their  Affiliates or  sublicensees,  shall be  individually
named as a defendant in a legal  proceeding by a Third Party for infringement of
a  patent  because  of the  manufacture,  use or sale of the  d-MPH  Product  or
Ritalin(R)QD,  the party which has been sued (or whose  Affiliate or sublicensee
has been sued) shall  promptly  notify the other party  hereto in writing of the
institution  of such suit.  The party which has been sued may, at its option and
at its sole expense, control and defend such suit. The controlling party may not
settle such suit or otherwise  consent to an adverse  judgment in such suit that
diminishes  the rights or interests  of the  non-controlling  party  without the
express written consent of the non-controlling party (which consent shall not be
unreasonably withheld or delayed).

                                      -28-

<PAGE>

The party which has been sued shall keep the other party at all times reasonably
informed as to the status of the suit. The party which is not  controlling  such
legal  proceedings shall have the right to be represented by advisory counsel of
its own selection (and such counsel's opinion shall be reasonably  considered by
the  controlling  party),  at its own expense,  and shall cooperate fully in the
defense of such suit and furnish to the party controlling such legal proceedings
all evidence and assistance in its control.

             12.3.  DEFENSE  OF  JOINT  INFRINGEMENT  ACTIONS.  If  Celgene  and
Novartis, or any of their Affiliates or sublicensees,  shall be jointly named as
defendants for infringement of a patent for making using,  selling,  offering to
sell or importing the d-MPH Product or Ritalin(R) QD, Novartis shall be entitled
to control  the  defense  of such suit,  and all  expenses  including  costs and
attorney  fees,  shall be paid by Novartis.  Celgene  shall have the right to be
represented by counsel of its own selection,  but at its sole expense.  Novartis
will consult in good faith with Celgene regarding the litigation.  Celgene shall
cooperate fully in the defense of such suit and furnish to Novartis all evidence
and assistance in its control.

             12.4. CONTRIBUTION.  With respect to any judgments,  settlements or
damages  payable  with  respect to the  defense of joint  infringement  actions,
Celgene and Novartis  shall  contribute  to the amount owed in the same ratio as
the ratio of the Gross Profit  received by Novartis in connection  with sales of
the d-MPH Product or  Ritalin(R)  QD to the (a) Purchase  Price less COGS and/or
(b)  Royalties  received  by  Celgene in  connection  with the sale of the d-MPH
Product or Ritalin(R) QD. In the event a license from a third party is required,
the parties shall share the cost of such license equitably.  Notwithstanding the
foregoing,  Celgene shall not be obligated to contribute to any settlement costs
described  above unless it has given its express  written consent (which consent
shall not be unreasonably withheld) to such settlement.

                                  ARTICLE XIII.
                             STANDSTILL AND NO RAID

             13.1.  STANDSTILL.  Both  parties  agree that,  except as expressly
provided  in this  Agreement,  for a period of four  years from the date of this
Agreement unless such action shall have been specifically  invited in writing by
the Board of Directors of the other party (it being understood that execution of
this Agreement does not constitute such an invitation), neither party nor any of
their officers, directors,  employees, agents, consultants,  advisors, partners,
affiliates and other representatives (the  "Representatives") on its behalf will
in any manner,  including  but not limited to entering  into  communications  or
discussions  with,  the record or  beneficial  shareholders  of the other party,
directly or indirectly,  (a) effect or seek, offer or propose (whether  publicly
or otherwise) to effect,  participate in or cause or in any way assist any other
person to effect or seek,  offer or propose  (whether  publicly or otherwise) to
effect or participate  in, (i) any  acquisition of any securities (or beneficial
ownership thereof) or assets of the other party or any of its subsidiaries, (ii)
any tender or exchange offer or merger or other business  combination  involving
the other  party or any of their  subsidiaries,  or (iii) any  recapitalization,
restructuring,  liquidation, dissolution or other extraordinary transaction with
respect to the other  party or any of its  subsidiaries,  (b) make,  or

                                      -29-

<PAGE>


become a "participant"  in, any  "solicitation"  of "proxies" (as such terms are
defined in Regulation 14A promulgated by the Securities and Exchange Commission)
or consents to vote any voting  securities of the other party, (c) form, join or
in any way  participate in a "group" (as defined under the  Securities  Exchange
Act of 1934, as amended) with respect to the securities of the other party,  (d)
otherwise  act alone or in concert with others,  to seek to control or influence
the management, Board of Directors,  shareholders or policies of the other party
or its  subsidiaries,  (e) take any action  which might force the other party to
make a public  announcement,  or make or permit the  Representatives to take any
action that is likely to result in any public  disclosure,  regarding any of the
types of matters set forth in (a), (b), (c), (d) or (e) above, or (f) enter into
any discussions or arrangements  with any third party with respect to any of the
foregoing  prohibited  conduct,  except  in the  event  that a third  party  (1)
acquires  or makes a tender  offer or  exchange  offer to  acquire  over  twenty
percent (20%) of the  outstanding  voting  securities  of Celgene,  (2) publicly
announces  that it is seeking to acquire all or  substantially  all of Celgene's
assets or (3) enters into  discussions  with Celgene that would  require them to
issue a press release.  Notwithstanding the foregoing,  Novartis' acquisition of
no more than five percent (5%) of the outstanding  registered  voting securities
of Celgene shall not  constitute a violation of this Section 13.1.  Both parties
also  agree  during  any such  period  not to  request  the other  party (or its
directors,   officers,   employees  or  other   Representatives),   directly  or
indirectly, to amend or waive any provision of this Section 13.1 (including this
sentence).

             13.2.  NO RAID.  Both parties  agree that,  without  prior  written
consent, it will not for a period of five years from the date of this Agreement,
directly or  indirectly,  solicit for employment or employ any person who is now
or hereafter is employed by the other party or any of their  Affiliates  and who
is  identified  by the  party as a result  of its  evaluation  or  otherwise  in
connection  with  this  Agreement  or  the  transactions   contemplated  hereby;
provided,  however,  that neither party shall be prohibited  from  employing any
such  person  who  is  solicited  by   advertising  in  periodicals  of  general
circulation  to the public  generally and not  specifically  directed to solicit
such employees.

                                  ARTICLE XIV.
                                  MISCELLANEOUS

             14.1.  FORCE  MAJEURE.  Neither  party  shall  be  held  liable  or
responsible to the other party nor be deemed to have defaulted under or breached
this Agreement for failure or delay in fulfilling or performing any term of this
Agreement  when such failure or delay is caused by or results from causes beyond
the reasonable control of the affected party, including but not limited to fire,
floods,  embargoes,  war,  acts  of  war  (whether  war  is  declared  or  not),
insurrections,  riots,  civil  commotions,  strikes,  lockouts  or  other  labor
disturbances,  acts  of God or  acts,  omissions  or  delays  in  acting  by any
governmental authority or the other party; provided,  however, that the party so
affected shall use reasonable  commercial efforts to avoid or remove such causes
of  nonperformance,  and shall continue  performance  hereunder with  reasonable
dispatch whenever such causes are removed.  Either party shall provide the other
party with prompt  written notice of any delay or failure to perform that occurs
by reason of force majeure.  The Parties shall mutually seek a resolution of the
delay or the failure to perform as noted above.

                                      -30-

<PAGE>

             14.2. ASSIGNMENT.  Except as otherwise provided herein, neither the
rights nor the obligations hereunder of any party hereto may be assigned without
the prior written consent of the other party hereto. Either party may assign its
rights and obligations  hereunder to any Afffiliate,  subsidiary or successor to
its business.  This Agreement  shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assignees.

             14.3.  SEVERABILITY.  Each  party  hereby  agrees  that it does not
intend  to  violate  any  public  policy,   statutory  or  common  laws,  rules,
regulations,  treaty or  decision of any  government  agency or  executive  body
thereof of any country or community or association  of countries.  Should one or
more provisions of this Agreement be or become invalid, the Parties hereto shall
substitute,  by mutual  consent,  valid  provisions for such invalid  provisions
which valid provisions in their economic effect are sufficiently  similar to the
invalid provisions that it can be reasonably assumed that the Parties would have
entered  into this  Agreement  with such  valid  provisions.  In case such valid
provisions cannot be agreed upon, the invalidity of one or several provisions of
this  Agreement  shall not affect the  validity  of this  Agreement  as a whole,
unless the invalid provisions are of such essential importance to this Agreement
that it is to be reasonably assumed that the Parties would not have entered into
this Agreement without the invalid provisions.

             14.4.  NOTICES.  All  notices and other  communications  under this
Agreement shall be in writing and may be given by any of the following  methods:
(a) personal delivery; (b) facsimile  transmission;  (c) registered or certified
mail,  postage  prepaid,  return receipt  requested;  or (d) overnight  delivery
service.  Notices  shall  be sent to the  appropriate  party at its  address  or
facsimile  number given below (or at such other address or facsimile  number for
such party as shall be specified by notice given under this Section 14.4):

             If to Celgene:
             -------------

             Celgene Corporation
             7 Powder Horn Drive
             Warren, New Jersey 07059
             Attention: President
             Tel:  (732) 271-1001
             Fax:  (732) 271-4184

             with a copy to:
             --------------

             Proskauer Rose LLP
             1585 Broadway
             New York, New York 10036-8299
             Attn:  Robert A. Cantone, Esq.
             Tel:  (212) 969-3235
             Fax:  (212) 969-2900


                                      -31-

<PAGE>



             If to Novartis:
             --------------

             Novartis Pharma AG
             Lichtstrasse 35
             CH 4002 Basel
             Switzerland
             Attn: Head, Business Development and Licensing
             Tel: 41.61.324.5618
             Fax: 41.61.324.2100

             with a copy to:
             --------------

             Herbert Gut
             General Counsel
             Lichtstrasse 35
             CH 4002 Basel
             Switzerland
             Tel: 41.61.324.6877
             Fax: 41.61.324.6859

All such notices and  communications  shall be deemed  received  upon (a) actual
receipt by the addressee,  (b) actual delivery to the appropriate address or (c)
in the case of a facsimile  transmission,  upon  transmission  by the sender and
issuance by the transmitting  machine of a confirmation slip confirming that the
number of pages constituting the notice have been transmitted  without error. In
the  case  of  notices  sent  by  facsimile   transmission,   the  sender  shall
contemporaneously  mail a copy of the  notice to the  addressee  at the  address
provided  for above.  However,  such  mailing  shall in no way alter the time at
which the facsimile notice is deemed received.

             14.5.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and
construed in accordance  with the laws of the State of New York,  without giving
effect to the choice of laws provisions thereof.

             14.6.  DISPUTE  RESOLUTION,  CHOICE OF FORUM.  Any disputes arising
between the Parties  relating to,  arising out of or in any way  connected  with
this  Agreement or any term or condition  hereof,  or the  performance by either
party of its  obligations  hereunder,  whether  before or after  the  expiration
pursuant to Section 11.1 or termination pursuant to any other section of Article
XI of this Agreement, shall be promptly presented to the Chief Executive Officer
of Celgene and the Chief  Operating  Officer of Novartis for  resolution  and if
they or their designees cannot promptly resolve such disputes, then either party
shall have the right to bring an action to resolve such  dispute  before a court
of competent jurisdiction.  The parties hereby submit to the jurisdiction of the
federal or state courts  located within the State of New York for the conduct of
any suit, action or proceeding arising out of or relating to this Agreement.

                                      -32-

<PAGE>

             14.7.  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire
understanding  of the Parties with  respect to the subject  matter  hereof.  All
express  or implied  agreements  and  understandings,  either  oral or  written,
heretofore made are expressly merged in and made a part of this Agreement.  This
Agreement  may be  amended,  or any  term  hereof  modified,  only by a  written
instrument duly executed by both Parties.

             14.8.  HEADINGS.  The captions to the several Articles and Sections
hereof  are not a part of this  Agreement,  but are  merely  guides or labels to
assist in locating and reading the several Articles and Sections hereof.

             14.9. INDEPENDENT CONTRACTORS.  Novartis and Celgene shall each act
as  independent  contractors.  Celgene  shall  not  exercise  control  over  the
activities   and  operations  of  Novartis;   accordingly,   Novartis  shall  be
responsible  for paying  all  applicable  social  security,  withholding,  other
employment  and income taxes for itself and its  employees.  Novartis shall bear
all expenses  incurred in its sales  endeavors,  except those for which  Celgene
agrees in writing to pay.  Novartis  and Celgene  shall each  conduct all of its
business in its own name and as it deems fit,  provided it is not in  derogation
of the other's interests. Neither party shall engage in any conduct inconsistent
with its status as an independent  contractor,  have authority to bind the other
with respect to any  agreement  or other  commitment  with any third party,  nor
enter into any commitment on behalf of the other.

             14.10.  WAIVER.  The  waiver  by either  party  hereto of any right
hereunder  or of the  failure to perform or of a breach by the other party shall
not be deemed a waiver of any other right  hereunder  or of any other  breach or
failure by said other party whether of a similar nature or otherwise.

             14.11. COUNTERPARTS.  This Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                                 [END OF TEXT]


                                      -33-

<PAGE>


                  IN WITNESS  WHEREOF,  the Parties have executed this Agreement
as of the date first set forth above.

CELGENE CORPORATION



By:
   -------------------------------------------
   Name:  John Jackson
   Title: Chairman and Chief Executive Officer

NOVARTIS PHARMA AG



By:
   -------------------------------------------
   Name:
   Title:



                                      -34-

<PAGE>



                                    EXHIBIT A
                      TO LICENSE AND DISTRIBUTION AGREEMENT

o          U.S. PATENT:      5,733,756        PROCESS FOR BIOCATALYTIC
                                              RESOLUTION

o          U.S. PATENT:      5,936,091        PROCESS FOR OPTICAL RESOLUTION
                                              OF AMIDE (THREO) INTERMEDIATE

o          U.S. PATENT:      5,837,284        DELIVERY OF MULTIPLE DOSES OF
                                              METHYLPHENIDATE

o          U.S. PATENT:      5,908,850        METHOD OF TREATING ATTENTION
                                              DEFICIT DISORDERS WITH D-THREO-
                                              METHYLPHENIDATE

o          U.S. PATENT:      5,922,736        CHRONIC BOLUS ADMINISTRATION OF
                                              D-THREO-METHYLPHENIDATE

o          U.S. PATENT:      5,965,734        PROCESS FOR OPTICAL RESOLUTION
                                              OF AMIDE (ERYTHRO) INTERMEDIATES

o        U.S. DIVISIONAL APPLICATION (CELG-0085, the Divisional from CELG-0008);
         Serial No. 038470, filed March 11,1998.


<PAGE>

                                    EXHIBIT B
                      TO LICENSE AND DISTRIBUTION AGREEMENT

"Fully Allocated Cost" shall mean:

1.    Direct Materials;
2.    Salaries and wages of personnel directly  engaged  in  manufacturing   the
      product;
3.    Employee benefits associated with the above salaries and wages;
4.    Depreciation,  repairs  and  maintenance,  and  other  operating  costs of
      production machinery;
5.    Quality Control;
6.    Package Development;
7.    Import Department;
8.    Building operating costs assigned to production areas;

      NOTE:  Each  building is a cost center.  Operating  costs such as building
      depreciation  (assigned on a straight line basis),  property  taxes,  fire
      insurance,  light,  heat,  and power are  charged  to this  building  cost
      center.  The total building  operating  costs are then charged to the cost
      centers occupying the building as "rent."

9.    Administration costs incurred in the manufacturing process including:

      a.   Manufacturing Administration
      b.   Manufacturing Personnel Department
      c.   Material Management
      d.   Industrial Engineering (Incl. Mandated Environmental Costs)
      e.   Manufacturing Employee Training
      f.   Cost Accounting; and

10.   Inventory  losses  due  to  regulatory  revisions. Costs  associated  with
inventory maintenance, such  as  revaluation,  damaged  and  obsolete  material,
physical inventory readjustments, etc.

Fully allocated costs shall not include:

      a.   Inventory Carrying Costs;
      b.   Regulatory Affairs;
      c.   Start-up costs of new facilities;
      d.   Other  production/manufacturing   costs,  such  as  rework  expenses,
           unrelated to this product, returned goods and repackaging; and
      e.   Manufacturing Technology.


<PAGE>



                                    EXHIBIT C
                      TO LICENSE AND DISTRIBUTION AGREEMENT

"Methylphenidate Product"   shall   mean    d-threo-methylphenidate,    l-threo-
methylhphenidate,  d-erythro-methylphenidate  and  l-erythro-methylphenidate and
any salts thereof.

<PAGE>



                                    EXHIBIT D
                      TO LICENSE AND DISTRIBUTION AGREEMENT

"Net Sales" shall mean the gross invoice  price of product sold to  independent,
third party customers in bona fide, arms-length transactions,  less (i) quantity
and/or cash  discounts  actually  allowed or taken;  (ii)  freight,  postage and
shipping insurance  (allocated in accordance with NOVARTIS' standard  allocation
procedure); (iii) custom duties and taxes, if any, directly related to the sale;
(iv)  amounts  repaid or  credited  by reason  of  rejections,  return of goods,
retroactive price reductions  specifically  identifiable as relating to product;
(v) amounts incurred  resulting from  governmental (or agency thereof)  mandated
rebate programs; (vi) third party rebates and chargebacks related to the sale of
product to the extent actually allowed;  and (vii) as agreed by the parties, any
other specifically  identifiable  amounts included in product's gross sales that
were or ultimately will be credited and that are substantially  similar to those
listed above.

<PAGE>



                                 SCHEDULE 4.6(C)
                                    D-MPH IR

Example:     d-MPH IR Net Sales            $100.00
                                        X     0.10 (Oncology Fraction)
                                        ----------
                                        =   $10.00

             Less: Oncology Base Sales      $(2.00)
                                        ----------
                                        =   $ 8.00
                                        X     0.95 (Fixed Commercial Multiple)
                                        ----------
                                        =   $ 7.60 (Adjusted Oncology Net Sales)

                                        X     0.65
                                        ----------
                                        =   $ 4.94 (Oncology Indication Purchase
                                                   Price Increment)

<PAGE>



                                 SCHEDULE 4.6(C)
                                    D-MPH PR

Example:    d-MPH PR Net Sales            $100.00
                                         X   0.09 (Oncology Fraction)
                                         --------
                                         = $ 9.00

            Less: Oncology Base Sales      $(0.09)
                                         --------
                                         = $ 8.10
                                         X   0.95 (Fixed Commercial Multiple)
                                         --------
                                         = $ 7.70 (Adjusted Oncology Net Sales)

                                         X   0.87 (Novartis' Gross Profit Margin
                                         --------  Not Including Cost of Active)
                                         = $ 6.70

            Less:                          $ 7.70 (Adjusted Oncology Net Sales)
                                         X   0.30 (Royalty Percentage)
                                         --------
                                         =  (2.31)

                                         = $ 4.40 (Oncology Indication Purchase
                                                   Price Increment)

                                      -40-

<PAGE>



                                 SCHEDULE 5.3(B)
                                    D-MPH IR

Example:    d-MPH IR Net Sales           $100.00
                                      X     0.10 (Oncology Fraction)
                                      --------------------
                                      =  $ 10.00

            Less: Oncology Base Sales    $ (2.00)
                                      -----------------------
                                      =  $  8.00
                                      X     0.95 (Fixed Commercial Multiple)
                                      ----------------------
                                      =  $  7.60 (Adjusted Oncology Net Sales)

                                      X     0.90 (Novartis' Gross Profit Margin
                                      -----------------------

                                      =  $  6.84

            Less:                        $  7.60 (Adjusted Oncology Net Sales)
                                      X     0.25 (Royalty Percentage)
                                      ------------------------
                                      =    (1.90)

                                      =  $  4.94 (Oncology Royalty Increment)


<PAGE>



                                 SCHEDULE 5.3(B)
                                    D-MPH PR

Example:  d-MPH PR Net Sales             $100.00
                                      X     0.09 (Oncology Fraction)
                                      ----------
                                      =  $  9.00

          Less: Oncology Base Sales      $ (0.90)
                                      ----------
                                      =  $  8.10
                                      X     0.95 (Fixed Commercial Multiple)
                                      ----------
                                      =  $  7.70 (Adjusted Oncology Net Sales)

                                      X     0.83 (Novartis' Gross Profit Margin
                                      ----------

                                      =  $  6.39

          Less:                          $  7.70 (Adjusted Oncology Net Sales)
                                      X     0.25 (Royalty Percentage)
                                      ----------
                                      =    (1.92)

                                      =  $  4.46 (Oncology Royalty Increment)


<PAGE>



                                  SCHEDULE 6.2

                                 Sample Invoice

                         Celgene Corporation Letterhead

[Date]

Novartis Pharma AG
Zentraler Faktureneingang
Attn: Ms. M. Gnehm
Contract Administration
Lichtstrasse 35
CH 4002 Basel
Switzerland

Dear Ms. Gnehm:

Re: CELGENE CORPORATION/NOVARTIS PHARMA AG/License Agreement for
[PRODUCT]

To Whom It May Concern:

This is an invoice  requesting  payment in connection  with the  above-captioned
agreement between CELGENE and Novartis Pharma AG.

Novartis Contract Code No.:   [will be assigned by Novartis following execution]

Novartis Creditor No.:        [will be assigned by Novartis following execution]

Reason for Payment:           [please cite specific article in the agreement]

Amount and Currency:          [self-explanatory]

Bank Address and Account No.: [insert name and address  of  the  bank  to  which
                              payment should be sent and account number to which
                              it should be credited]

Sincerely yours,

CELGENE CORPORATION


<PAGE>




                                  SCHEDULE 7.1

Study                                                Budget

A.  PK

1.  PK 00-001                                      $180,000      (-$162,000)
2.  PK 99-001                                      $255,000      (-$  50,780)
3.  97- M - 01                                     $ 80,000
4.  Salamandra (Consultant)                        $125,000      (-$  50,000)

B.  CMC

1.  Stability - Current                            $60,000
2.  Post submission (12 mos., 18 mos., 24 mos.)    3 X $30,000

C.  Clinical

1.  97- M - 02                                     CRO: Three (3) months remain
                                                   @ $150,000/month

2.  97 - M - 03 + extension                        + Contract Amendment cost
3.  97 - M - 04                                    @ $355,000
4.  97 - 05                                        + Acceleration costs $225,000

D.  NDA Preparation

Hoyle & Assoc. or Salamandra                       $300,000

E.  Regulatory Consultants - General

1.  Hoyle & Assoc.                                 $120,000
2.  Salamandra                                     $ 60,000


<PAGE>




                             SCHEDULE 7.2(A)(II)(C)

Study                                                       Budget

A. Clinical

   6. d-methylphenidate in adults with               $145,000 (-$38,819)
      Attention Deficit/Hyperactivity Disorder

      Lenard Adler, M.D.
      NYU School of Medicine

   7. d-methylphenidate (once-a-day dosing) in       $146,000 (-$38,006)
      children and adolescents with
      Attention Deficit Disorder

B. Preclinical

   1. Proconvulsant Activity - Mice                  $ 50,000
      A test (or the ability of d-
      methylphenidate and l-methylphenidate
      to lower the seizure threshold in mice
      NIH

   2. Ninety-Day Repeated Dose Toxicity              $230,000 (-$89,160)
      Study (with thirty day recovery period)
      of l-methylphenidate  administered BiD
      via Oral Gavage to Sprague-Dawley
      Rats.

      Redfield


<PAGE>



                                  SCHEDULE 9.2

     o  Parties:            Celgene and Novartis

     o  Products:           Methylphenidate products including all Ritalin(R)and
                            chirally pure formulations

     o  Territory:          Worldwide (except for Canada)

     o  Rights:             Exclusive to Novartis except for oncology

     o  Royalties:          -    Ascending royalties each year for Ritalin(R)QD.

                        -   Fixed royalties on the d-MPH IR (including supply of
                            finished, packaged goods).

                        -   Fixed royalties on the d-MPH PR (including supply of
                            bulk material).

                        -   Ascending royalties on the  existing  Ritalin   line
                            following approval of d-MPH IR.

     o  Milestones:         Substantial  upfront  and  milestone  payments  upon
                            submission and approval of products.

     o  R& D costs:         Novartis to reimburse Celgene


<PAGE>



                                  SCHEDULE 11.4


                                  Minimum Sales

                                       d-MPH Products and Ritalin(R)QD Net Sales
                                        (excluding Adjusted Oncology Net Sales)


Twelve-month period ending:

       24 months after Launch                   $60 Million

       36 months after Launch                   $90 Million

       48 months after Launch                  $120 Million

       60 months after Launch                  $150 Million