Amendment Agreement to License and Letter Agreement between Pharmion Corporation, Pharmion GmbH, and Celgene Corporation

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Summary

Pharmion Corporation, Pharmion GmbH, and Celgene Corporation have agreed to amend their existing License Agreement and related Letter Agreement. Under this amendment, any royalties Pharmion pays to Celgene for sales of Thalidomide under special authorizations will be credited against Pharmion's quarterly fee obligations. All other terms of the original Letter Agreement remain unchanged. The agreement is effective upon signing by all parties.

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EX-10.38 5 c41166ex_10-38.txt EXHIBIT 10.38 Pharmion Corporation 2525 28th Street Boulder, Colorado 80301 March 3, 2003 Celgene Corporation 7 Powder Horn Drive Warren, New Jersey 07059 Attention; Sol J. Barer, PhD Gentlemen: On the date hereof, Pharmion GmbH ("Pharmion"), Pharmion Corporation and Celgene Corporation ("Celgene") are entering into an Amendment No. 1 (the "Amendment") to the License Agreement among such parties dated November 16, 2001 (the "Agreement"). Except as otherwise indicated, capitalized terms used herein have the meaning ascribed to them in the Agreement or the Amendment. This will confirm our agreement as follows: (1) Any royalties paid by Pharmion to Celgene in respect of sales of Thalidomide under ATUs (AUTORISATION TEMPORAIRE D' UTILISATION) and other temporary, specials or named-patient authorizations (collectively, "Special Authorizations"), whether manufactured by Laphal or Penn T Limited shall be fully creditable against Pharmion's quarterly fee obligation under Paragraph 4(b) of that certain Letter Agreement, dated November 16, 2001 among Pharmion, Guarantor and Celgene (the "Letter Agreement"). (2) Except as expressly modified by this letter, all teams and conditions of the Letter Agreement shall remain in full force and effect. Please indicate your acceptance and agreement with the foregoing by signing the enclosed copy of this letter and returning it to us. Very truly yours, Pharmion Corporation ACCEPTED AND AGREED Pharmion GmbH Celgene Corporation By /s/ Patrick J. Mahaffy By /s/ Sol J. Barer ------------------------------ --------------------------------------- Patrick J. Mahaffy Sol J. Barer President and CEO President and Chief Operating Officer