Celgene Corporation
CELGENE CORP /DE/ (Form: 4, Received: 07/28/2014 16:46:25)
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
Washington, D.C. 20549

OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)


SUMMIT, NJ 07901
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   7/25/2014     M    18600   A $31.795   23562   D    
Common Stock   7/25/2014     S    17600   D $87.026   (1) 5962   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $31.795   7/25/2014     M         18600      (2) 6/13/2022   Common Stock   18600     (3) 0   D    

Explanation of Responses:
( 1)  The price reported in Column 4 is a weighted average price. These shares were sold by the reporting person in multiple transactions at prices ranging from $86.99 to $87.13, inclusive. The reporting person undertakes to provide to Celgene Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
( 2)  The option was fully exercisable.
( 3)  The option was issued pursuant to the Celgene Corporation 2008 Stock Incentive Plan (Amended and Restated as of April 17, 2013).

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
SUMMIT, NJ 07901

/s/Lawrence V Stein_____________________ Lawrence V Stein, Attorney-in-Fact 7/28/2014
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.



The undersigned, Robert J Hugin, hereby constitutes and appoints the following substitute attorney-in-fact as follows:
WHEREAS, by a Power of Attorney, attached hereto as Exhibit A (the "POA"), executed in my favor I have been appointed as the attorney-in-fact by Richard Barker (the "Principal") and whereby certain powers and authorities are conferred upon me. The POA shall be deemed to form part of this Substitute Power of Attorney;
WHEREAS, by the POA I have been authorized to delegate all or any of the powers therein contained to any substitute for me; and WHEREAS, I propose to substitute as attorneys-in-fact, pursuant to the POA, each of the individuals set forth below with all the powers contained in the POA. KNOW ALL BY THESE PRESENTS, that I, Robert J Hugin, hereby substitute for me as such attorney-in-fact under the POA and appoint each of Lawrence V. Stein and Mark J. Alles and delegate to each of them individually to be an attorney-in-fact of the Principal , to do, perform and execute all or any of the acts, matters, deeds and things which I have been authorized to do by the POA in the same manner and authority as the Principal or I might do, as the substitute could have done if such substitute had in my place or stead received authority directly by the Principal under the POA.
I hereby ratify all acts, deeds and things, which either substitute will lawfully do and execute in pursuance of the powers herein granted. This Substitute Power of Attorney shall remain in full force and effect until revoked by the undersigned, the POA is revoked or the Principal is no longer required to file Forms 3, 4, and 5 with the Securities and Exchange Commission with respect to the securities issued by Celgene Corporation.
IN WITNESS WHEREOF, the undersigned has caused this Substitute Power of Attorney to be executed as of this 28 day of July, 2014.

/s/Robert J. Hugin


Know all by these presents, that the undersigned hereby constitutes and appoints Robert J. Hugin the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Celgene Corporation, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of January, 2012.

/s/ Richard W Barker
Richard W Barker