Except as otherwise provided in this [Section 2], each RSU shall be subject to the restrictions and conditions set forth herein during the period from the Award Date until the date such RSU has become vested and non-forfeitable such that, with respect to a given tranche of RSUs, there are no longer any RSUs that may become potentially vested and non-forfeitable (the “Restricted Period”). Vesting of the RSUs is conditioned upon you remaining continuously employed by the Company or a subsidiary of the Company from the Award Date until the relevant vesting date, subject to the provisions of this [Section 2]. Assuming satisfaction of such employment conditions, one-third of the RSUs shall vest on each of the first three anniversaries of the Award Date (each, a “Vesting Date”). As a condition to receiving and holding the Award, you hereby # agree that this [Section 2] of the Agreement will apply upon any termination and that, if applicable, [Section 6(e)] of the Celgene Corporation U.S. Employee Change in Control Severance Plan (as may be amended from time to time, the “Celgene Severance Plan”), will not apply, # agree that the actual or deemed acceptance of this Award constitutes written consent to the amendment of the Celgene Severance Plan in a manner consistent with this [Section 2], and # agree that this Award will be immediately terminated and forfeited if [Section 6(e)] of the Celgene Severance Plan is not considered to be validly amended hereby or otherwise applies to this Agreement.

Forfeitures. Forfeitures must be disposed of no later than the last day of the Plan Year following the Plan Year in which the Forfeiture occurs. The Employer must direct the Administrator to use Forfeitures to reinstate previously forfeited Account balances of Participants, if any, in accordance with [Section 3.5(g)], to satisfy any contribution that may be required pursuant to [Section 6.10], or, to pay any Plan expenses. With respect to a Money Purchase Plan, any remaining Forfeitures will be disposed of in accordance with the elections in the Adoption Agreement. With respect to all other plans, the Employer must direct the Administrator to use any r emaining Forfeitures in accordance with any combination of the following methods, including a different method based on the source of such Forfeitures. Forfeitures may be:

Time of Forfeiture – If a participant terminates employment before his account balances derived from employer contributions are fully vested, the nonvested portion of his accounts shall be forfeited on the earlier of:

Forfeitures. A Participant shall forfeit, upon his or her Severance from Service prior to becoming vested in accordance with ​ of this [Section III], any right to Matching Deferrals in which he or she is not vested.

Lapse of Restrictions; Settlement. Subject to [Section 4] below, the restrictions with respect to the Restricted Share Units shall lapse in accordance with the schedule attached hereto as [Exhibit A]. Upon the lapse of restrictions relating to a Restricted Stock Unit, the Company shall, as soon as reasonably practicable thereafter, issue to the Employee (or the Employee’s beneficiary designated on the form attached hereto as [Exhibit B], as the case may be), net of any withholding for taxes in accordance with [Section 8] below, one share of Common Stock (in either certificated or book entry form) in settlement of each Restricted Stock Unit with respect to which such restrictions have lapsed.

Settlement. ​ shall issue Shares corresponding to vested Restricted Stock Units as soon as practicable but, in any event, no later than <> (such period, the “Settlement Period”). No fractional Shares shall be issued, and the Committee, in its discretion, shall determine whether cash will be issued in lieu of fractional Shares or whether such fractional Shares will be forfeited or otherwise eliminated.

Settlement. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any compromise or settlement that commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate to the extent such Third Party Claim involves equitable or other non-monetary relief but shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnified Party shall not make any admission of liability in respect of any Third Party Claim without the prior written consent of the other Party, and the Indemnified Party shall use reasonable efforts to mitigate Liabilities arising from such Third Party Claim.

Settlement. As soon as reasonably practicable after the vesting of any RSUs, but no later than thirty (30) days thereafter, the Company shall issue to the Grantee a number of Shares equal to the number of RSUs that vested.

Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of one share of Common Stock. The Board may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code.

Settlement. SGI will not enter into any settlement of any claim described in this [Section 12.6] that admits to the invalidity, unpatentability, narrowing of scope or unenforceability of the Patents that are the subject of the license grants under [Section 10.1] and [Section 10.2] or this Agreement in ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED