exv10w28



 






Exhibit 10.28




Celgene Corporation

7 Powder Horn Drive

Warren, New Jersey 07059




December 3, 2004




Pharmion Corporation

2525 28th Street

Boulder, Colorado 80301



Pharmion GmbH

Aeschenvorstadt 71

P.O. Box 605

4010 Basel

Switzerland



Gentlemen:



Reference is made to that certain License Agreement, dated as of November 16, 2001, as amended by
Amendment No. 1, dated March 3, 2003, as further amended by Amendment No. 2, dated April 8, 2003,
and as further amended by that letter agreement, dated August 18, 2003, by and among Pharmion GmbH,
Pharmion Corporation (“Pharmion”) and Celgene Corporation (“Celgene”) (the “License Agreement”).
Except as otherwise indicated, capitalized terms used herein have the meaning ascribed to them in
the License Agreement.



Since the date of the License Agreement, Celgene has continued, and continues, to make a
substantial investment in the development of world-wide intellectual property rights to the use of
Thalidomide in oncology.



Against that background, Pharmion GmbH, Pharmion and Celgene hereby agree as follows:



1. The Territory is hereby expanded to include Hong Kong, Korea and Taiwan. Accordingly, the term
“Territory” under the definitions set forth in Article I of the License Agreement is hereby amended
in its entirety to read as follows:





“Territory” shall mean all the countries of the world, except the United States, Canada,
Mexico, Japan, and all provinces of China other than Hong Kong).”


In addition, Section 3.10 of the License Agreement is hereby deleted in its entirety.



2. In consideration of the parties’ mutual interest in extending and expanding their relationship
as a result of Pharmion’s substantial investment in building a distribution infrastructure for
Thalidomide sales in key markets in the Territory, its substantial investment seeking regulatory
approval in such markets, and Pharmion’s demonstrated success in distributing Thalidomide in
certain major markets in the Territory, and in view of the unanticipated delay in obtaining UK
Regulatory Approval, (i) Section 9.3(b) of the License







 









 







Agreement is hereby amended to eliminate clause (i) in its entirety, with the subsequent clauses of Section 9.3(b) being appropriately
renumbered and cross-references thereto being appropriately revised, and (ii) Section 9.4 of the
License Agreement is hereby amended to eliminate clause (a) in its entirety, with the subsequent
clauses of Section 9.4 being appropriately renumbered and cross-references thereto being
appropriately revised.



3. In consideration of the amendments set forth in Sections 1 and 2 above, contemporaneously with
the execution and delivery of this letter agreement, Pharmion shall pay to Celgene U.S. $3,000,000
by wire transfer of immediately available funds,



4. In the interest of accurately reflecting the agreement of the parties to the License Agreement
with respect to royalties thereunder, Section 3.5 of the License Agreement is amended in its
entirety to read as follows:





“3.5 Royalties. In consideration of the license and rights granted by Celgene to Pharmion
pursuant to this Article 3, Pharmion shall pay to Celgene a royalty with respect to each
country in the Territory, equal to eight percent (8%) of Net Sales following the First
Commercial Sale in such country, payable as provided below.”


5. Except as expressly modified by this letter agreement, all terms and conditions of the License
Agreement shall remain in full force and effect.



6. This letter agreement may be executed in two or more counterparts, each of which shall be deemed
to be an original but all of which, together, shall constitute one and the same agreement.




	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	Celgene Corporation
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/
	 	Sol J. Barer
	 	 	 	 	 
	

	 	 	 	 	 	Sol J. Barer

President and Chief Operating Officer





Agreed:




Pharmion Corporation

Pharmion GmbH



	 	 	 	 	 	 	 
	By:

	 	/s/
	 	Patrick J. Mahaffy	 	 
	 	 	 	 	 
	

	 	 	 	Patrick J. Mahaffy

President and Chief Executive Officer	 	 






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