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Supply Agreement - Sifavitor spa and Celgene Corp.

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                                SUPPLY AGREEMENT

                                SIFAVITOR S.P.A.


                               CELGENE CORPORATION


                                BULK THALIDOMIDE

                               SEPTEMBER 28, 1999


                                SUPPLY AGREEMENT

Article 1.    DEFINITIONS......................................................1
Article 2.    TERM.............................................................3
Article 3.    SUPPLY...........................................................3
Article 4.    PURCHASE ORDERS, FORECASTS AND SAFETY STOCK......................6
Article 5.    SHIPPING AND DELIVERY............................................6
Article 6.    PRICE FOR BULK THALIDOMIDE.......................................7
Article 7.    PAYMENT..........................................................7
Article 8.    TERMINATION......................................................7
Article 9.    REPRESENTATIONS, WARRANTIES AND COVENANTS........................9
Article 10.   SAMPLES AND TESTING.............................................11
Article 11.   INDEMNIFICATION.................................................12
Article 12.   GOVERNMENT INSPECTION...........................................13
Article 13.   RIGHT TO INSPECT................................................13
Article 14.   ASSIGNMENT......................................................14
Article 15.   COURT PROCEEDING................................................14
Article 16.   FORCE MAJEURE...................................................14
Article 17.   SEVERABILITY....................................................15
Article 18.   HEADINGS........................................................15
Article 19.   USE OF NAMES....................................................15
Article 20.   INDEPENDENT CONTRACTOR..........................................15
Article 21.   WAIVER..........................................................16
Article 22.   PUBLIC DISCLOSURE...............................................16
Article 23.   NOTICES.........................................................16
Article 24.   ENTIRE AGREEMENT................................................17


                                SUPPLY AGREEMENT

         This Agreement entered into this 28th day of September 1999, by and
between SIFAVITOR s.p.a. with offices at 26652 Cassaletto Lodigiano Fraz.
Malrano Via Livelli, 1 Italy ("SIFAVITOR") and Celgene Corporation, its
Affiliates and subsidiary companies with offices at 7 Powder Horn Drive, Warren,
New Jersey 07059 U.S.A. ("CELGENE").

         WHEREAS, SIFAVITOR is a known manufacturer of bulk active ingredients
with expertise in cGMP manufacturing.

         WHEREAS, SIFAVITOR and CELGENE desire to establish mutually agreeable
terms for the commercial supply of Bulk Thalidomide by SIFAVITOR to CELGENE.

         NOW, THEREFORE, in consideration of (i) SIFAVITOR'S agreement to supply
Thalidomide to CELGENE for the monetary amounts set forth in this agreement,
(ii) the promises, covenants, agreements and other valuable consideration
hereinafter set forth, the parties hereby agree as follows:


As used in this agreement, the following words and phrases shall have the
following meanings:

(A)      "Affiliate" of a party hereto shall mean any entity which controls, is
         controlled by, or is under common control with such party. For purposes
         of this definition, a party shall be deemed to control an entity if it
         owns or controls, directly or indirectly, more than fifty percent (50%)
         of the voting equity of the other entity (or other comparable ownership
         interest for an entity other than a corporation) or if it possesses,
         directly or indirectly, the power to direct or cause the direction of
         the management and policies of such other entity.


(B)      "cGMP" shall mean current Good Manufacturing Practices as promulgated
         by the United States Food and Drug Administration.

(C)      "FDA" shall mean the United States Food and Drug Administration, or any
         successor entity thereto.

(D)      "Act" shall mean the United States Food, Drug and Cosmetics Act, as
         amended, and rules and regulations promulgated thereunder.

(E)      "NDA" shall mean CELGENE'S New Drug Application for Thalidomide filed
         by CELGENE with the FDA pursuant to section 505 of the Act.

(F)      "Thalidomide" shall mean a compound with the chemical structure
         described as 2-(2-6-Dioxo-3-Piperidinyl)-1H-Isoindole-1,3(2H)-Dione
         manufactured according to the specifications provided under this
         Agreement for the delivery to CELGENE to make or have made the finished
         pharmaceutical Drug Product.

(G)      "Bulk Thalidomide" shall mean bulk quantities of Thalidomide
         manufactured according to the specifications provided under this
         Agreement for the delivery to CELGENE to make or have made the finished
         pharmaceutical Drug Product.

(H)      "DMF" shall mean a Drug Master File, substantially as outlined on
         Schedule 1(H) hereto, for the manufacture of Bulk Thalidomide filed by
         SIFAVITOR (DMF #4823) and to be maintained by SIFAVITOR with the FDA or
         comparable registration documents for other regulatory authorities.

(I)      "C of A" shall mean the certificate of analysis for each Batch of Bulk
         Thalidomide delivered hereunder in the form contemplated by Article 3
         of this Agreement.

(J)      "kg" shall mean kilograms "as is".


(K)      "Specifications" shall mean the specifications for Thalidomide set
         forth in Schedule 1(K) hereof which Schedule is incorporated in and
         made a part of this Agreement.

(L)      "Drug Product" shall mean any and all pharmaceutical preparations
         suitable for human use which contain Thalidomide.

(M)      "Sourcing Date" shall mean the date of FDA approval for the use, by
         CELGENE, of SIFAVITOR Thalidomide drug substance in CELGENE Drug

(N)      "Batch" shall mean a specific quantity of Thalidomide or other material
         that is intended to have uniform character and quality, within
         specified limits, and is produced according to a single manufacturing
         order during the same cycle of manufacture.


2.01     This Agreement shall be in effect on the execution by signing of the
         last party and shall remain in effect for the initial term of five (5)
         years (the "Initial Term"), if not earlier terminated according to
         Article 8 of this Agreement. The term of this Agreement shall
         automatically renew for successive one-year periods unless either party
         to this Agreement gives the other notice of non-renewal hereof at least
         six months prior to the expiration of the Initial Term or any one-year
         renewal period, as the case may be.


3.01     During the term of this Agreement SIFAVITOR shall supply Thalidomide to
         CELGENE on an exclusive basis.

3.02     SIFAVITOR will develop a Thalidomide process by which commercial
         quantities will be produced (Schedule 3.02 hereto) and a related
         process validation protocol. Prior to implementation of such process
         validation protocol, SIFAVITOR shall give Celgene the opportunity to
         review such protocol and to confer with SIFAVITOR concerning such
         protocol. Therefore, SIFAVITOR will deliver to CELGENE three (3)


         Batches of Thalidomide produced in conformity with such process
         validation protocol. The total quantity validation material delivered
         to CELGENE from SIFAVITOR shall be approximately 150 kg.

3.03     SIFAVITOR agrees to supply CELGENE only from its facilities located at
         26652 Cassaletto Lodigiano Fraz. Malrano Via Livelli, 1 Italy and,
         subject to SIFAVITOR's capacity to supply Thalidomide and agreement as
         to price pursuant to Section 6.03 hereof, CELGENE agrees to purchase
         from SIFAVITOR, after the Sourcing Date, at least 50% of CELGENE'S
         actual annual requirements of Thalidomide with a minimum purchase of 50
         kg per year, beginning with the year commencing on the first
         anniversary of the Sourcing Date. Any validation material delivered to
         CELGENE from SIFAVITOR pursuant to Section 3.02 hereof after the first
         anniversary of the Sourcing Date shall be counted towards satisfaction
         of the minimum purchase requirement of the preceding sentence. CELGENE
         shall purchase not less than 50 kg of Thalidomide at any one time.

3.04     In the event that the annual  quantity  shall  exceed  1,000 kg,
         SIFAVITOR  shall use its best efforts to supply such an increase in

3.05     Nothing in this Agreement shall preclude CELGENE from taking whatever
         steps necessary to qualify alternative suppliers including, but not
         limited to, selling any Batches reasonably required to be manufactured
         for purposes of the qualification of such alternative suppliers and
         maintaining such qualifications.

3.06     SIFAVITOR shall supply Thalidomide in accordance with the assurances,
         representations, warranties and covenants set forth in this Agreement.

3.07     Each shipment of Bulk Thalidomide hereunder will be delivered to a
         facility of CELGENE as designated on the CELGENE Purchase Order or by
         subsequent written instruction given by CELGENE and in accordance with
         the instructions for shipping and packaging included in such CELGENE
         Purchase Order. Delivery will be made either directly from SIFAVITOR or
         through its designated agent, Forum Products Inc. SIFAVITOR will
         include the current Material Safety Data Sheet (MSDS) and C of A, as
         required with each shipment, for Bulk Thalidomide. CELGENE will prepare
         such MSDS with the cooperation and assistance of SIFAVITOR.


3.08     CELGENE shall notify SIFAVITOR in writing of any loss or damage of Bulk
         Thalidomide in transit within the following time limits:

         (a)      Notification by CELGENE to SIFAVITOR of partial loss, damage,
                  defects or nondelivery of any separate part of a consignment
                  shall be made promptly by CELGENE after delivery to CELGENE,
                  and if loss, damage, defects or partial nondelivery are not
                  evident to CELGENE at the time of delivery, such notification
                  by CELGENE to SIFAVITOR shall be made no later than (60) days
                  after delivery to CELGENE.

         (b)      Notification by CELGENE to SIFAVITOR of an entire nondelivery
                  to CELGENE or a whole consignment shall be made within thirty
                  (30) days from the date CELGENE should have received notice of
                  dispatch of such consignment, or within such longer period as
                  may be agreed upon in writing between the parties.

3.09     In the event of such partial or full loss of such consignment, the
         parties will cooperate to insure that notification and follow-up with
         the involved ground and air carriers and customs or other warehouses is
         made in order to determine if such missing delivery can be located. The
         responsibility for such partial or full loss of such consignment rests
         with SIFAVITOR. CELGENE may assist SIFAVITOR in tracing such shipment
         and SIFAVITOR will reimburse CELGENE for its out-of-pocket expenses.
         For such a consignment which is not recovered or which is damaged or
         defective, the parties shall agree to a schedule for the replacement of
         the same by supplier at no additional cost to CELGENE.

3.10     SIFAVITOR shall package, label and otherwise prepare for bulk delivery
         Thalidomide in accordance with international transport regulations and
         guidelines shall deliver Thalidomide shipped under CIP (as such term is
         defined in the ICC Incoterms 1990, International Rules for the
         Interpretation of Trade Terms, ICC Publication NO.460) (INCOTERMS) port
         of destination, as will be specified by CELGENE.

3.11     Risk of loss with respect to Thalidomide shall pass to CELGENE in
         accordance with CIF as defined in the INCOTERMS and title shall pass to
         CELGENE at the same time risk of loss passes.



4.01     (a) CELGENE will provide SIFAVITOR with a forecast showing CELGENE'S
         estimated requirements for Bulk Thalidomide, by month, covering a
         twelve (12) month period commencing with the sourcing date. CELGENE
         will issue on the first (1st) month of every calendar quarter a
         forecast update for the twelve (12) month period commencing on the
         first day of the immediately following calendar month (rolling

         (b) Firm orders for Thalidomide shall be placed by CELGENE in writing
         in conjunction with forecast updates (as described in Article 4.01
         above) at a minimum of ninety (90) days prior to desired delivery date.

         (c) SIFAVITOR agrees to accept orders and ship an amount of Thalidomide
         up to 1,000 kg in any calendar year. Notwithstanding the foregoing,
         SIFAVITOR will make best efforts to meet CELGENE'S demand for
         Thalidomide in amounts exceeding such limits.

         (d) SIFAVITOR will keep a safety stock of Thalidomide which shall,
         starting from the sixth month after the Sourcing Date, not be less than
         one-sixth (1/6) of CELGENE'S twelve month requirements from SIFAVITOR
         for Thalidomide as set forth in the then current twelve month forecast.
         Three (3) years after the sourcing date, CELGENE and SIFAVITOR shall
         meet and determine if safety stock requirements need to be revised.


5.01     Unless otherwise agreed upon in writing, shipping and delivery dates
         will be provided by CELGENE at the time firm orders are placed.

5.02     A bill of lading will be furnished to CELGENE with respect to each
         shipment. At delivery, Thalidomide will be free and clear of any liens
         or encumbrances placed thereon.



6.01     CELGENE shall purchase the initial approximate 150 kg of Thalidomide
         described in Article 3.02 for five hundred US Dollars ($USD 500) per
         kg. This material shall consist of at least three (3) validation
         Batches. All other material purchases under this Agreement shall be
         purchased under the terms described in Articles 6.02-6.04 below.

6.02     The price for  Thalidomide  as set forth in Article  6.01 above shall
         be firm and fixed for an initial two (2) year period commencing on the
         Sourcing Date.

6.03     At least ninety (90) days prior to the end of the initial two (2) year
         period as set forth in Article 6.02 above and thereafter once annually,
         at least ninety (90) days prior to the end of every subsequent twelve
         (12) month period, either SIFAVITOR or CELGENE may come forward and
         request the price to be reviewed. If a price review is requested, the
         parties agree to meet and negotiate in good faith a revised price, if
         there is an increase or decrease in the direct actual costs. These will
         include raw materials, industry labor rates, waste disposal cost and
         other such direct costs incurred by SIFAVITOR consistent with its
         industrial sector which relate directly to the manufacture of

6.04     All prices described in this Article 6 have been calculated on a
         duty-free basis. If at any time in the future an import or export duty
         is applied to Bulk Thalidomide, such a cost shall be borne by CELGENE.


7.01     Payment  shall be made to SIFAVITOR or its  designated  agent as the
         invoicing  party net sixty (60) days from the date of invoice from


8.01     Upon the occurrence of the following events, either party may terminate
         this Agreement by giving the other party sixty (60) days prior written


         (a) If the other party is unable to pay its debts, becomes bankrupt or
         insolvent or enters into liquidation whether compulsory or voluntary,
         or compounds with or convenes a meeting of its creditors, or has a
         receiver appointed overall or part of its assets, or takes or suffers
         any similar action in consequence of a debt, or ceases for any reason
         to carry on business; or

         (b) Upon the breach of any material provision of this Agreement by the
         other party if the breach is not cured within sixty (60) days after
         written notice thereof to the party in default and the material breach
         continues to exist at the time of notice of termination.

8.02     (a) CELGENE may terminate this Agreement at any time if, by the first
         anniversary of the date hereof, SIFAVITOR fails to supply to Celgene
         all necessary chemistry, manufacturing and controls data for purposes
         of Celgene's preparation of a submission to the FDA, or if Celgene's
         submission is rejected by the FDA, or if SIFAVITOR cannot successfully
         validate its manufacturing process within two years after the date

         (b) CELGENE may terminate this Agreement at any time by giving sixty
         (60) days written notice to SIFAVITOR, if CELGENE, in its sole
         discretion, determines that it will no longer develop or market
         Thalidomide, or if the FDA puts a clinical hold on Thalidomide or
         withdraws approval of the manufacture or marketing of Thalidomide.
         CELGENE may terminate this agreement if the FDA or any other regulatory
         agency that regulates Thalidomide or the finished dosage form derived
         from Thalidomide takes any action the result of which is to prohibit
         the manufacture, sale or use or any similar action of the Drug Product
         or any raw material contained therein or to impose significant

         (c) Should CELGENE terminate this Agreement due to the reasons
         contained in Article 8.02(a) or (b), SIFAVITOR shall take reasonable
         measures to cease any ongoing production and limit further expenses
         associated with such ongoing production. CELGENE shall pay SIFAVITOR
         for the amount of any lot produced pursuant to a Purchase Order and for
         reasonable expenses incurred by SIFAVITOR with respect to the remainder
         of said Purchase Order prior to the effective date of the termination.

         (d) Any undelivered Bulk Thalidomide produced by SIFAVITOR, as a direct
         result of a CELGENE purchase order shall be held by SIFAVITOR free of
         charge for up to two (2) months, and SIFAVITOR shall cooperate with
         CELGENE in the return, resale, disposal, or delivery to CELGENE, at


         CELGENE'S expense, of such materials as requested by CELGENE, if no
         other customers exist for such quantities.

8.03     The Agreement may be terminated Pursuant to Article 2.01, which
         provides for termination, by notice from either party, upon expiration
         of the Initial Term or any one-year renewal period.

8.04     Termination, expiration, or cancellation of this Agreement through any
         means and for any reason shall not relieve the parties of any
         obligation accruing prior thereto, including but not limited to the
         confidentiality provisions herein and the obligation to pay money, and
         shall be without prejudice to the rights and remedies of either party
         with respect to the antecedent breach of any of the provisions of this
         Agreement. During the term of this Agreement and for a period of five
         years thereafter, both parties hereto, subject to applicable laws,
         shall maintain in confidence all information received from the other
         party resulting from or related to the matters contemplated by this


SIFAVITOR makes the following assurances, representations, warranties and

9.01     Thalidomide  shall be  merchantable,  free  from  defects  and meet the
         Specifications  and  shall not be adulterated within the meaning of the

9.02     SIFAVITOR is cognizant of cGMP as prescribed in 21 CFR, Parts 210 and
         211. SIFAVITOR is able to, and shall, manufacture Thalidomide in
         conformity with the Specifications and in a manner which fully complies
         with cGMP guidelines and practices.

9.03     SIFAVITOR shall not change the manufacturing process, the
         Specifications, the raw materials used, or the analytical testing
         method in a manner which may or may not require FDA or other U.S. or
         international regulatory approval by SIFAVITOR or CELGENE without the
         prior written consent of CELGENE, which consent shall not be
         unreasonably withheld or delayed. SIFAVITOR shall provide CELGENE with
         a detailed written report of all changes to the manufacturing process,
         the Specifications, the raw materials, or the analytical method:


                (i)        that require FDA or other U.S. or international
                           regulatory approval, prior to the implementation
                           thereof and

                (ii)       that do not require FDA or other U.S. or
                           international regulatory approval, unless agreed to
                           by CELGENE.

9.04     If CELGENE is required by the FDA or some other U.S. or international
         regulatory agency to change the Specifications, the raw materials,
         sources of raw material or analytical testing method with respect to
         Thalidomide, SIFAVITOR shall use best efforts to accommodate such

9.05     (a) If CELGENE requests in writing a change in the manufacturing
         process, the Specifications, the raw materials, source of raw material
         or analytical testing method with respect to the Thalidomide that is
         not the result of a requirement of FDA or some other U.S. or
         international regulatory agency, SIFAVITOR shall use best efforts to
         accommodate such request. In such case, SIFAVITOR will inform CELGENE
         of the resultant effect the requested changes may have on the price of
         subsequent Thalidomide supplies.

         (b) If SIFAVITOR requests in writing a change in the manufacturing
         process, the Specifications, the raw materials, source of raw material
         or analytical testing method with respect to Thalidomide that is not
         the result of a requirement of FDA or some other U.S. or international
         regulatory agency, CELGENE shall use best efforts to accommodate such

9.06     Each party agrees to promptly forward to the other copies of any
         written communication received by such party from the FDA or other U.S.
         or international regulatory agency which will affect the manufacture of
         Thalidomide as contemplated herein.

9.07     SIFAVITOR shall conduct its Thalidomide manufacturing operations
         hereunder in compliance with all applicable laws and regulations as the
         country of manufacture (Italy), including, but not limited to, those
         dealing with occupational safety and health, those dealing with public
         safety and health, those dealing with protecting the environment, and
         those dealing with disposal of wastes.

9.08     SIFAVITOR shall be responsible for all process, analytical method and
         equipment validation and shall take all reasonable steps necessary to
         pass government inspection by the FDA. SIFAVITOR shall also reasonably
         assist CELGENE in preparing and updating any required regulatory
         submissions and all other documents required by the FDA or other U.S.


         or international regulatory agencies from CELGENE for approval of the

9.9      SIFAVITOR warrants that it did not and will not use in any capacity the
         services of any person debarred under the Generic Drug Enforcement Act
         21 USC ss. 335a(k)(1) and further did not use any person who has been
         convicted of a crime as defined under the Generic Drug Enforcement Act
         in connection with the services rendered to Celgene.

9.10     All assurances, representations, warranties and covenants contained in
         Sections 9.01, 9.02, 9.06, and 9.07 shall survive termination of this


10.01    SIFAVITOR'S laboratory personnel shall obtain a representative sample
         from each Batch of Thalidomide produced by SIFAVITOR at Malrano, Italy.
         SIFAVITOR shall assay and analyze such samples in strict accordance
         with the procedures previously agreed to by the parties and shall
         promptly prepare a Certificate of Analysis. Such Certificate of
         Analysis shall identify the Batch of Thalidomide to which it relates.
         SIFAVITOR shall provide CELGENE with a copy of the Certificate of
         Analysis containing the address of the manufacture for each Batch upon
         delivery of such Batch in the format required by CELGENE.

10.02    In testing Thalidomide, SIFAVITOR and CELGENE shall use the analytical
         testing and sampling methods set forth in Schedule 10.02. CELGENE shall
         analyze the Thalidomide (for purposes of determining whether the same
         meets Specifications) within sixty (60) days from the date of receipt
         of the affected Thalidomide and shall report any adverse findings to
         SIFAVITOR within sixty (60) days from such date of receipt.

10.03    All non-specification Thalidomide not capable of being salvaged through
         validated reworking processes described in Schedule 10.03 shall be
         disposed of by SIFAVITOR. SIFAVITOR shall not ship any Thalidomide
         hereunder which, as indicated by a sample assay or analysis as set
         forth above, does not conform to Specifications.


10.04    SIFAVITOR shall replace at CELGENE locations any Thalidomide which is
         mutually determined not to meet Specifications (provided it is mutually
         agreed that the sample was handled and stored properly by CELGENE) and
         shall supply CELGENE with Thalidomide which does meet Specifications,
         at no additional cost to CELGENE.

10.05    If the analysis or assay of a sample of the Thalidomide performed by or
         for CELGENE indicates that the Batch of Thalidomide does not meet
         Specifications and SIFAVITOR'S analysis or assay of its sample from the
         same Batch indicates that the Batch does meet Specifications, CELGENE
         will so advise SIFAVITOR and a joint investigation will be conducted to
         determine the cause of the failure.


11.01    CELGENE shall indemnify and hold SIFAVITOR, its officers, directors,
         agents, servants, and employees harmless against all claims, losses,
         damages and liabilities, including reasonable legal expenses, arising
         out of CELGENE'S duties under this agreement, and which is not
         attributable to:

                (i)    the negligence of SIFAVITOR or its agents or employees,

                (ii)   the failure of SIFAVITOR to follow the written
                       instructions and specifications of CELGENE

                (iii)  SIFAVITOR'S breach of this agreement.

         SIFAVITOR shall not settle any such claim without the prior written
         approval of CELGENE and that CELGENE shall have the right, if it so
         wishes, to conduct negotiations to settle, settle or to conduct any
         litigation arising out of; any such claim. SIFAVITOR shall provide
         prompt notice of any claim to CELGENE and shall cooperate in the
         defense of the claim.

11.02    SIFAVITOR shall indemnify and hold CELGENE, its officers, directors,
         agents, servants, and employees harmless against all claims, losses,
         damages, and liabilities including reasonable legal expenses, arising
         out of SIFAVITOR'S duties under this agreement and which is not
         attributable to:

                  (i)  any act or negligence of CELGENE or its agents or
                       employees or


                  (ii) the failure of CELGENE or its employees to comply with
                       applicable law or regulations.

         CELGENE shall not settle any such claim without the prior written
         approval of SIFAVITOR, and that SIFAVITOR shall have the right, if it
         so wishes, to conduct negotiations to settle, settle or to conduct any
         litigation arising out of, any such claim CELGENE shall provide prompt
         and written notice of any such claim to SIFAVITOR and shall cooperate
         in the defense of the claim.

11.03    The  indemnification  obligations  set forth in this  Article 11 shall
         survive the termination of this Agreement.


12.01    SIFAVITOR will notify CELGENE within twenty-four (24) hours of
         notification of any pending or ongoing FDA or government inspection
         related to Thalidomide for the facilities used to produce, test, or
         warehouse Thalidomide. SIFAVITOR shall immediately provide copies of
         any Form 483 warning letter observations, or associated correspondence
         to and received from the FDA within seven (7) days of receipt and in
         addition shall provide a facsimile copy within seventy-two (72) hours
         to CELGENE

         SIFAVITOR shall allow CELGENE to assist in any response to the FDA,
         including review of any written response made to the FDA by SIFAVITOR
         at CELGENE'S discretion.


13.01    In performing manufacturing of Thalidomide hereunder, SIFAVITOR shall
         permit CELGENE or its designated representative to inspect on a regular
         basis or as needed, but not less than once per year that portion of
         SIFAVITOR'S facilities where Thalidomide is manufactured, tested or
         stored to evaluate SIFAVITOR'S work practices, supporting systems,
         documents and records associated with Thalidomide and make such copies
         of the documents as reasonably necessary for the purpose of assessing
         the SIFAVITOR'S compliance with applicable regulations and good
         manufacturing practices ("cGMP") as described and provided in the Act.
         Such review shall be conducted upon reasonable prior notice by
         CELGENE, but not less than thirty (30) days prior to the inspection.


13.02    SIFAVITOR shall keep CELGENE fully informed of the steps taken by
         SIFAVITOR to resolve any outstanding issues with the FDA and the
         anticipated timetable of resolution of such issues as it applies to

13.03    Any failure by SIFAVITOR to comply with the requirements of this
         Article 13 shall be subject to the remedy rights set forth in Article
         8 of this Agreement.

13.04    CELGENE shall allow SIFAVITOR the right to audit CELGENE'S yearly
         requirements of Bulk Thalidomide to confirm that SIFAVITOR supplied not
         less than 50% of the actual demand as described in Article 3.03.


14.01    This Agreement may not be assigned or transferred by SIFAVITOR without
         the prior written consent of CELGENE. In the event there is a change of
         control of SIFAVITOR or its business, this Agreement will remain in
         effect and bind the acquirer.


15.01    Any court proceeding initiated by one party against the other with
         respect to any dispute under this Agreement shall be commenced in the
         United States District Court for the Eastern District of New Jersey.
         The law of the jurisdiction of such action would apply.


16.01    Any delay in the performance of any of the duties or obligations of
         either party (except the payment of money due hereunder) shall not be
         considered a breach of this Agreement and the time required for
         performance shall be extended for a period equal to the period of such
         delay; provided that such delay has been caused by or is the result of
         any acts of God, acts of the public enemy, insurrections, riots,
         embargoes, labor disputes, including strikes, lockouts, job actions, or
         boycotts, equipment failure, fires, explosions, floods, shortages of
         material or energy or other unforeseeable causes beyond the reasonable
         control and without the fault or negligence of the party so affected.
         The party so affected shall give prompt notice to the other party of


         such cause, and shall take whatever reasonable steps are necessary to
         relieve the effect of such cause as rapidly as reasonably possible. Not
         withstanding the forgoing, if SIFAVITOR is unable to perform for any of
         the above enumerated reasons, CELGENE shall be relieved of its
         obligations under Section 3.03 hereof during the pendency thereof, and
         if such inability of SIFAVITOR to perform continues for a period longer
         than twelve (12) months, CELGENE shall have a right to terminate this


17.01    In the event that any provision of this Agreement is judicially
         determined to be void or unenforceable, such provision shall be
         construed to be separable from the other provisions of this Agreement
         which shall retain full force and effect.


18.01    All titles and captions in this Agreement are for convenience purposes
         only and shall not be of any force or substance.


19.01    Except as expressly required pursuant to the Act, neither party will
         without the prior written consent of the other: (a) use in advertising,
         publicity, promotional premiums or otherwise, any trade name,
         trademark, trade device, service mark, symbol, or any abbreviation,
         contraction or simulation thereof owned by either party, or (b)
         represent, either directly or indirectly, that any product or service
         of one party is a product or service of the other.


20.01    Each party is acting under this Agreement as an independent contractor
         and not as the agent or employee of the other. Each party understands
         and agrees that it has no authority to assume any obligation on behalf
         of the other party and that it shall not hold out to third parties that
         it has any authority to act on the other party's behalf except as
         expressly permitted herein. Unless otherwise expressly stated herein,
         each party shall be responsible for its own expenses relating to its


         performance under this Agreement and shall not incur expenses for the
         other party's account unless expressly authorized herein or by
         subsequent written agreements.


21.01    No waiver or modification of any of the terms of this Agreement shall
         be valid unless in writing and signed by an authorized representative
         of both parties hereto. Failure by either party to enforce any rights
         under this Agreement shall not be construed as a waiver of such rights
         nor shall a waiver by either party in one or more instances be
         construed as constituting a continuing waiver or as a waiver in other


22.01    Neither party shall disclose to any third party or originate any
         publicity, news release or public announcement, written or oral,
         whether to the public or the press, or otherwise, referring to the
         terms of this Agreement, including its existence, the subject matter to
         which it relates, the performance under it or any of its specific terms
         and conditions, except by such announcements as are (i) mutually agreed
         upon by the parties in writing, or (ii) in the opinion of counsel for
         the party making such announcement are required by law. If a party
         believes a public announcement to be required by law with respect to
         this Agreement, it will give the other party such notice as is
         reasonably practicable and an opportunity to comment upon the


23.01    Unless otherwise specified herein, all notices required or permitted to
         be given under this Agreement shall be in writing and shall be
         delivered either personally and promptly confirmed by such registered
         or certified mail or overnight courier service or sent by registered or
         certified mail, return receipt requested, or by overnight courier
         service, postage prepaid in each case, or by facsimile and promptly
         confirmed by such registered certified mail or overnight courier
         service to the receiving party at such party's address set forth below,
         or at such other address as may from time to time be furnished by
         similar notice by either party. Any notice sent by registered or
         certified mail as aforesaid shall be deemed to have been given when
         mailed, and shall be effective upon receipt.



         Managing Director
         Sifavitor s.p.a.
         26652 Cassaletto Lodigiano
         Fraz. Malrano Via Livelli, 1

         IF TO CELGENE:

         Senior Vice-President, Planning and Business Development
          Celgene Corporation
         7 Powder Horn Drive
         Warren, New Jersey 07059 U.S.A.

or to such other address as the addressee shall have last furnished in writing
to the addresser.


24.01    This Agreement constitutes the entire agreement between the parties
         concerning the supply of Thalidomide by SIFAVITOR to CELGENE, and
         supersedes all written or oral agreements or understandings with
         respect thereto.

24.02    Neither party shall claim any amendment, modification, or release from
         any provision, hereof, unless such an amendment is in writing signed by
         an authorized representative of each party.

By:                                     By:
Name:                                   Name:    Joseph J. Day, Jr.
Title:                                  Title:   Sr. Vice President
                                                 Planning & Business Development

Date:                                   Date:


                                SCHEDULE 1(H) TO

                                SUPPLY AGREEMENT

                        (Sifavitor DMF Table of Contents)


                                SCHEDULE 1(K) TO

                                SUPPLY AGREEMENT



                                SCHEDULE 3.02 TO

                                SUPPLY AGREEMENT

                  (Outline of SIFAVITOR Manufacturing Process)


                                SCHEDULE 10.02 TO

                                SUPPLY AGREEMENT

                    (Analytical Testing and Sampling Methods)


                                SCHEDULE 10.03 TO

                                SUPPLY AGREEMENT

                              (Reworking Processes)