Exhibit 10.38  


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED AS "(CONFIDENTIAL TREATMENT REQUESTED)" IN THE TEXT, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 


SECOND AMENDMENT TO FACILITY RESERVATION AGREEMENT  



        This Second Amendment to Facility Reservation Agreement (the "Second Amendment") is entered into and effective as
of December 31, 2003 by and between Cardinal Health 406, Inc. (formerly known as Packaging Coordinators, Inc.), a Pennsylvania corporation ("Cardinal
Health"), and MedImmune Vaccines, Inc., a Delaware corporation ("MedImmune"), and amends that certain Facility
Reservation Agreement, dated as of October 31, 1997 (the "Original Agreement"), by and between Packaging Coordinators, Inc. and
Aviron, Inc., a Delaware corporation, as predecessor-in-interest to MedImmune, as amended by that certain First Amendment to Facility Reservation Agreement, dated as of
August 1, 2002 (the "First Amendment"). The Original Agreement, as amended by the First Amendment and this Second Amendment is referred to as the  "Agreement." 


        The
parties agree as follows: 


        1.    Term.    Paragraph 2.2 of the Original Agreement, as
amended by the First Amendment, is hereby deleted in its entirety and replaced by the following: 



This
Agreement shall be effective as of the Effective Date and, unless extended as provided in this Agreement or earlier terminated as set forth in this Agreement or Section 10.9 of the
Production Agreement, shall end on December 31, 2004 (the "Agreement Expiration Date"). The term of this Agreement may be extended by MedImmune for up to (CONFIDENTIAL TREATMENT REQUESTED)
additional periods of (CONFIDENTIAL TREATMENT REQUESTED) each provided MedImmune gives written notice to Cardinal Health of its intention to extend the term at least (CONFIDENTIAL TREATMENT REQUESTED)
prior to expiration in each case, but
MedImmune may only extend the term of this Agreement if it also extends the term of the Production Agreement to terminate concurrently with this Agreement. 




        2.    Base Monthly Fee.    The "Base Monthly Fee" (as that term is
defined in Paragraph 1.1 of the Original Agreement, as amended by the First Amendment) shall mean the base monthly fee for each calendar year during the term of the Agreement set forth in  Exhibit A to this Second Amendment for calendar years through 2010. For calendar years 2011 through 2013, MedImmune and Cardinal Health will
negotiate in good faith to determine the Base Monthly Fee on or before January 1, 2008. 



        3.    Production Agreement.    The term "Production Agreement," as
defined in Paragraph 1.1 of the Original Agreement shall mean and refer to the Production Agreement as originally defined, and all amendments, extensions and restatements thereof made from time
to time by the parties, including, without limitation, the Second Amended and Restated Production Agreement being entered into contemporaneously with this Second Amendment. 


        4.    Notices.    Notices to MedImmune should be sent to the following
address (or such other address as MedImmune may specify in writing): 




MedImmune
Vaccines, Inc.

c/o MedImmune, Inc.

35 West Watkins Mill Road

Gaithersburg, Maryland 20878

Attention: Legal Department 







 





        Notices
to Cardinal Health should be sent to the following address (or such other address as Cardinal Health may specify in writing): 




Cardinal
Health

Packaging Services

3001 Red Lion Road

Philadelphia, Pennsylvania 19114

Attn: President 


With
a copy to: 


Cardinal
Health, Inc.

7000 Cardinal Place

Dublin, Ohio 43017

Attn: Vice President and Associate General Counsel,

Pharmaceutical Technologies & Services 





        5.    Publicity.    The following provision is added to the Agreement
as Section 12.12: 



"12.12 Publicity. Neither party will make any press release or other public disclosure regarding this Agreement or the transactions contemplated hereby
without the other party's express prior written consent, except as required under applicable law or by any governmental agency, in which case the party required to make the press release or public
disclosure shall use commercially reasonable efforts to obtain the approval of the other party as to the form, nature and extent of the press release or public disclosure prior to issuing the press
release or making the public disclosure." 




        6.    Other Changes.    Except as specifically amended by the terms of
this Second Amendment, the Original Agreement, as amended by the First Amendment, is and shall remain in full force and effect in accordance with its terms. 


[Remainder of this page intentionally left blank.]


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        The
parties have caused this Second Amendment to be executed by their respective duly authorized officers or representatives as of the date set forth in the preamble to this Second
Amendment. 



	 	 	CARDINAL HEALTH 406, INC.
	

 	
 	

By:	
 	

/s/  RENARD JACKSON      

	 	 	 	 	Name:	 	Renard Jackson
	 	 	 	 	Title:	 	EVP Sales, Bus. Dev.
	

 	
 	
MEDIMMUNE VACCINES, INC.
	

 	
 	

By:	
 	

/s/  EDWARD V. ARCURI      

	 	 	 	 	Name:	 	Edward V. Arcuri
	 	 	 	 	Title:	 	Sr. VP. Manufacturing




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