APPENDIX B
 
 
                                CHARTER OF THE
                      NOMINATING AND GOVERNANCE COMMITTEE
 
PURPOSE:
 
This document sets forth the policy of Celgene Corporation (the "Company")
concerning the establishment and operation of the Nominating and Governance
Committee of the Company's Board of Directors (the "Committee").
 
COMPOSITION:
 
The Committee must be comprised entirely of "independent directors" as such
term is defined by NASDAQ and shall consist of no fewer than 3 members;
provided, however, that with the approval of the Board, not more than one
member of the Committee may satisfy one or more of the exceptions permitted by
NASDAQ. A majority of the members of the Committee shall constitute a quorum.
 
RESPONSIBILITIES:
 
The Committee has responsibility for identifying individuals qualified to
become Board members and considering candidates to fill positions on the Board.
In identifying candidates, the Committee shall consider all factors the
Committee deems appropriate. The Committee shall recommend to the Board such
director nominees as it deems qualified.
 
The Committee also has responsibility for overseeing the periodic evaluation of
the performance of the Board and its committees in such manner as the Committee
deems appropriate.
 
The Committee also has responsibility for developing and recommending to the
Board such corporate governance guidelines as the Committee deems appropriate.
 
The Committee has the authority to retain search firms and/or consultants to
assist it in the performance of its responsibilities, including the authority
to approve such search firms' and consultants' fees.
 
The Committee shall report to the Board at least once annually.
 
The Committee shall assess its charter at least annually and shall recommend to
the Board any changes to the charter the Committee deems appropriate.
 
COMMITTEE MEETINGS:
 
The Committee shall meet at least once annually and will have such other
meetings each year as it deems appropriate. The Committee may ask members of
management or others to attend meetings and provide pertinent information, as
necessary. The Committee shall maintain a high degree of independence both in
establishing its agenda and in accessing various members of management. Minutes
shall be prepared of all meetings.
 
The Committee may delegate authority to individuals or subcommittees when it
deems appropriate. However, in delegating authority, it shall not absolve
itself from the responsibilities it bears under the terms of this Charter.