Exhibit 10.38

                               Amendment No. 2 to
             Amended and Restated Distribution and License Agreement



         This Amendment No. 2, dated December 3, 2004, to the Amended and
Restated Distribution and License Agreement, dated as of November 16, 2001 (the
"Supply Agreement"), by and between Pharmion GmbH, a Swiss limited liability
company ("Pharmion"), and Celgene UK Manufacturing II Limited (formerly, Penn T
Limited), a corporation organized under the laws of England and Wales ("CUK"),
as amended by Amendment No. 1 to the Amended and Restated Distribution and
License Agreement, dated March 4, 2003, by and between Pharmion and CUK
("Amendment No. 1"), and as supplemented by the Supplementary Agreement to the
Amended and Restated Distribution and License Agreement, dated June 18, 2003, by
and between Pharmion and CUK (the "Supplementary Agreement").

         WHEREAS, Pharmion desires to reduce its future cost of purchasing
Products under the Supply Agreement and is willing to make a one-time payment to
CUK in consideration of such reduction: and

         WHEREAS, in connection with such reduction in cost and one-time
payment, Pharmion and CUK desire to effect certain other changes in their
relationship and, accordingly, Pharmion and CUK wish to amend the Supply
Agreement as provided below.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, CUK and Pharmion hereby agree as follows:

         1. DEFINITIONS. All capitalized terms not otherwise expressly defined
in this Amendment shall have the meanings ascribed to such terms in the
Agreement.

         2. EFFECTIVENESS. This Amendment shall become effective on the date
hereof.

         3. PAYMENT. Concurrently with the execution and delivery of this
Amendment, and in consideration therefore, Pharmion shall pay Seventy Seven
Million U.S. Dollars ($77,000,000) to CUK by wire transfer in immediately
available funds (in accordance with written instructions heretofore provided by
CUK).

         4. TERMINATION OF AMENDMENT NO. 1 AND SUPPLEMENTARY AGREEMENT.
Amendment No. 1 and the Supplementary Agreement are hereby terminated and,
except for amounts due and owing thereunder for periods prior to the effective
date of this Amendment, shall be of no further force or effect.

         5. AMENDMENTS TO THE SUPPLY AGREEMENT. The Supply Agreement is hereby
amended as follows:

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(a)      The heading is amended and restated in its entirety to read as follows:
         "Product Supply Agreement".

(b)      All references to "Penn" are deleted and replaced by "CUK".

(c)      The seventh recital paragraph is hereby amended and restated in its
         entirety to read as follows:

                          "WHEREAS, Pharmion and Celgene Corporation ("Celgene")
                  have entered into a License Agreement dated March 7, 2001,
                  pursuant to which Pharmion has acquired a license to register,
                  distribute, market, use and sell Celgene's formulation of
                  Thalidomide in a territory including all countries in the
                  world except the United States, Canada, Mexico, Japan, and all
                  provinces of China, other than Hong Kong."

(d)      Article I is hereby amended as follows:

                  (i) The definition of "Celgene Territory" is hereby amended to
         provide for the addition of Korea, Taiwan and Hong Kong and restated in
         its entirety to read as follows:

                           " 'CELGENE TERRITORY' shall mean all the countries of
                  the world except the United States, Canada, Mexico, Japan, and
                  all the provinces of China other than Hong Kong."

                  (ii) A definition for "Contract Purchase Price" reading as
         follows is hereby added to Article I:

                          " 'CONTRACT PURCHASE PRICE' shall, as to each calendar
                  quarter (or period of less than a quarter either at inception
                  or termination), be equal to (a) fifteen and one half percent
                  (15.5%) of Net Sales of Products in the Territory during such
                  period, less (b) the Initial Invoice Price paid by Pharmion
                  for units of Products sold during such period (as charged to
                  Pharmion by CUK in accordance with Section 6.1(a) based upon a
                  "first-in/first-out" accounting of Pharmion's Products
                  inventory)."

                  (iii) A definition for "Initial Invoice Price" reading as
         follows is hereby added to Article I:

                          " 'INITIAL INVOICE PRICE' shall have the meaning set
                  forth in Section 6.1(a)."

                  (iv) The definition of "Minimum Royalty" is hereby deleted in
         its entirety.

                  (v) The definition of "Penn Territory" is hereby amended and
         restated in its entirety to read as follows:

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                           " 'CUK TERRITORY' shall mean all countries throughout
                  the world, with the exception of the United States and
                  Canada."

                  (vi) A definition for "Special Authorizations" reading as
         follows is hereby added to Article I:

                          " 'SPECIAL AUTHORIZATIONS' shall have the meaning set
                  forth in Section 7.3."

(e)      The last sentence of Section 2.1 is hereby amended and restated in its
         entirety to read as follows:

                          "Without limiting the foregoing, during the term of
                  this Agreement, CUK will not manufacture (or cause to be
                  manufactured) any formulation of Thalidomide for distribution
                  or sale by any Person other than Pharmion within the CUK
                  Territory, provided that, CUK may manufacture formulations of
                  Thalidomide using the Celgene Technology for distribution or
                  sale by Celgene (or a distributor or licensee of Celgene)
                  within Mexico, Japan and all provinces of China other than
                  Hong Kong."

(f)      Section 2.4 is hereby deleted in its entirety.

(g)      The last sentence of Section 3.6 is hereby amended and restated in its
         entirety to read as follows:

                          "Correspondingly, CUK shall not actively export any
                  Products into the Territory except (a) to Pharmion and (b) to
                  Celgene (or one of its subdistributors or licensees) as
                  provided in Section 2.1 with respect to Mexico, Japan and all
                  provinces of China other than Hong Kong."

(h)      Sections 11.3, 12.1 and 13.3 are amended to replace, unless the context
         otherwise requires, each reference therein to "Pharmion" with "Pharmion
         and its Affiliates".

(i)      Article VI is hereby amended and restated in its entirety to read as
         follows:

                                   "Article VI"

                            PRODUCT PRICING; PAYMENT

         Section 6.1 PURCHASE PRICE. Pharmion shall pay for the purchase of
Products from CUK in the manner described below:

         (a)      INITIAL INVOICE PRICE. For each shipment of Products, CUK
                  shall invoice Pharmion and Pharmion shall pay to CUK the then
                  applicable Minimum Price times the number of units of Product
                  included in such shipment (the "Initial Invoice Price").
                  Pharmion shall pay for each shipment of Products at the
                  Initial Invoice Price within thirty (30) days from the date of
                  invoice for each shipment, which shall not be earlier than the
                  date of shipment.

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                  Such invoicing shall be subject to annual audit by Pharmion,
                  and adjustment, if appropriate, as provided in Section 15.3.

         (b)      QUARTERLY PAYMENTS. Pharmion shall pay the Contract Purchase
                  Price for Products sold by CUK to Pharmion (except as
                  specifically provided in Section 7.4(b)), based upon
                  Pharmion's Net Sales of Products, as follows:

                  (i)  QUARTERLY PAYMENTS. Payments in respect of the Contract
                       Purchase Price shall be calculated and paid to CUK
                       quarterly, and shall be due as to Net Sales within any of
                       the United Kingdom, Germany or Australia forty-five (45)
                       days following the end of each calendar quarter and as to
                       Net Sales elsewhere within ninety (90) days following the
                       end of each calendar quarter.

                  (ii) NET SALES REPORTS. Pharmion shall submit quarterly Net
                       Sales reports to CUK within forty-five (45) days
                       following the end of each calendar quarter. Such reports
                       shall include, but not be limited to:

                           (1)  An accounting of Net Sales within the Territory
                                during such quarter on a country by country
                                basis;

                           (2)  An accounting of the purchase price of the units
                                of Products sold during such quarter; and

                           (3)  An accounting of Net Sales set out in clauses
                                (1) and (2) above (in U.K. Pounds Sterling) and
                                the calculation of the Contract Purchase Price
                                owing to CUK pursuant to this Section 6.1 (in
                                U.K. Pounds Sterling), including, if applicable,
                                the exchange rates used in determining the
                                amount of U.K. Pounds Sterling.

         (c)      INVOICES FOR CONTRACT PURCHASE PRICE. If required by Pharmion,
                  CUK shall submit a written invoice addressed to Pharmion for
                  the quarterly Contract Purchase Price to be paid by Pharmion
                  under this Agreement. CUK shall submit these written invoices
                  to Pharmion within a reasonable period following the request
                  from Pharmion and based upon the last quarterly Net Sales
                  report from Pharmion provided to CUK in accordance with
                  Section 6.1(b)(ii).

         (d)      UNIT PRICE REPORTS. Pharmion shall provide Celgene on a
                  quarterly basis with a report showing the average price at
                  which it sold Products on a per unit, country by country basis
                  within forty-five (45) days following the end of each calendar
                  quarter.

         (e)      WITHHOLDING TAX. Any tax that Pharmion is required to pay or
                  withhold from payments in respect of the Contract Purchase
                  Price to be paid to CUK under this Agreement shall be deducted
                  from the amount otherwise due, provided that, in regard to any
                  such deduction, Pharmion shall give

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                  CUK such assistance as may be reasonably necessary to enable
                  or assist CUK to claim exemption therefrom or a reduction
                  thereof and shall provide CUK with an official tax certificate
                  as soon as possible.

         (f)      CURRENCY. All prices for Products shall be quoted by CUK to
                  Pharmion, and payments by Pharmion to CUK under this Agreement
                  shall be made, in U.K. Pounds Sterling."

         (g)      PRICING. CUK has expressed a concern that as a result of
                  macroeconomic conditions it could, at some point, potentially
                  be at risk of experiencing increases in its costs that were
                  beyond its control, thereby causing its fully allocated cost
                  of manufacture of the Product to exceed 3% of Net Sales (a
                  "Macroeconomic Cost Increase"), and correspondingly reducing
                  CUK's net margin on the Contract Purchase Price below 12.5% of
                  Net Sales. Pharmion hereby acknowledges that it would take
                  such Macroeconomic Cost Increases into account and would make
                  a reasonable effort to increase its pricing of the Products to
                  compensate CUK for any such cost increases, to the extent
                  feasible and after taking into consideration relevant pricing
                  factors which include, but are not limited to, customer
                  demand, competition, regulatory requirements and third-party
                  reimbursement. Notwithstanding the foregoing, CUK acknowledges
                  that Pharmion retains the sole right to make pricing decisions
                  regarding the Products in the Territory.

(j)      Article VII is hereby amended and restated in its entirety to read as
         follows:

                                  "Article VII

                               BELGIUM AND FRANCE

         Section 7.1 CURRENT SALES IN BELGIUM AND FRANCE. Pharmion's subsidiary,
Pharmion Developpement ("Developpement") currently sells in Belgium and France a
formulation of Thalidomide produced by and purchased from its former affiliate
Laphal Industrie ("Industrie"). Such purchases and sales have been made pursuant
to previously agreed upon concessions from CUK to Pharmion set out in Amendment
No. 1.

         Section 7.2 COMMERCIALLY REASONABLE EFFORTS. Pharmion shall continue to
use commercially reasonable efforts (i) to cause the existing ATU (AUTORISATION
TEMPORAIRE D'UTILISATION), as well as any other temporary, specials or
named-patient authorizations pursuant to which Developpement sells Thalidomide
purchased from Industrie in Belgium and France to be amended to provide for the
substitution of a Thalidomide formulation produced by CUK (preferably the
Celgene Product, but otherwise the CUK Product) for the formulation being
produced by Industrie, and (ii) consistent with regulatory constraints, to cause
such amendments to be effective as early as possible, consistent with Pharmion's
non-terminable obligations under the supply contract between Pharmion and
Industrie.

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         Section 7.3 PURCHASES FROM INDUSTRIE. Until the earlier of (a) the
effectiveness of the amendments described in Section 7.2 above, and (b) the
Approval Date with respect to Belgium and France, and notwithstanding the
contrary provisions of Sections 3.1 and 5.1 of this Agreement, Developpement
shall have the right to continue to purchase its requirements of Thalidomide
from Industrie and to distribute Thalidomide under Developpement's ATUs and
other temporary, specials or named-patient authorizations (collectively,
"Special Authorizations") in Belgium and France. From and after the earlier of
such dates, Pharmion shall cause Developpement to sell only Products originally
sourced from CUK.

         Section 7.4 PAYMENTS. In respect of sales of Thalidomide by
Developpement in Belgium and France:

         (a)      THALIDOMIDE PURCHASED FROM INDUSTRIE. In consideration of (i)
                  the concession from CUK to allow Pharmion to continue to
                  utilize Thalidomide purchased from Industrie and (ii) to
                  induce CUK to maintain an adequate manufacturing capacity to
                  permit the shift contemplated by Section 7.2, Pharmion shall
                  pay to CUK the following amounts in respect of Net Sales of
                  Thalidomide by Developpement in Belgium and France until the
                  earlier of (x) the effectiveness of the amendments described
                  in Section 7.2 and (y) the Approval Date with respect to
                  Belgium and France: as to all Net Sales in Belgium or France
                  for Thalidomide, Pharmion shall pay to CUK the Contract
                  Purchase Price in a manner consistent with Section 6.1;
                  provided, that, for purposes of computing the Contract
                  Purchase Price and the Initial Invoice Price applicable to
                  this Section 7.4(a), the relevant fully allocated cost of
                  product sold shall be the lesser of (A) Developpement's
                  purchase price of product sold for the quarter, or (B) one
                  hundred twenty percent (120%) of the equivalent cost of units
                  sold during the quarter as if such units had been purchased
                  from CUK, and "Territory" shall mean Belgium and France.

         (b)      THALIDOMIDE PURCHASED FROM CUK. During the period commencing
                  on the effectiveness of the amendments described in Section
                  7.2 and ending on the Approval Date, Pharmion shall pay to CUK
                  in respect of Net Sales the Contract Purchase Price in a
                  manner consistent with Section 6.1."

(k)      The notice address for Pharmion Corporation contained in Section 15.9
         shall be replaced with the following:

                  Pharmion Corporation
                  2525 28th Street
                  Boulder, CO  80301
                  Attention: Chief Executive Officer
                  Fax No.: (720) 564-9191

         6. ADDITIONAL PROVISIONS. Pharmion and CUK each hereby agree to
negotiate in good faith a further amendment to the Supply Agreement that will
provide a greater level of

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detail with regard to a number of manufacturing, production, capacity and
scheduling issues, including (a) Pharmion's desire to incorporate the following
contractual commitments into the Agreement: (i) a formal recognition by CUK of
the applicable manufacturing standards (including, but not limited to, ICH, EC
Directives and cGMP) for Products sold in the Territory; (ii) an obligation on
the part of CUK to make available a minimum manufacturing capacity for
production of Products under the Agreement, as well as provisions dealing with
reasonable allocations among customers of CUK in the event of shortages of
supply; (iii) a formalization of standards for a minimum remaining shelf life of
the Products at the time of delivery to Pharmion; (iv) a requirement on the part
of CUK to maintain a mutually agreed upon level of safety stock of the active
pharmaceutical ingredient, raw materials and components; (v) a process by which
CUK will accept Pharmion purchase orders; (vi) a requirement on the part of CUK
to notify Pharmion of the manufacturing and delivery schedule; (vii) an
expansion of Pharmion's right to secure a second source of thalidomide in the
event of a failure by CUK to supply Products; (viii) clarifications to the
procedures for implementing changes to the manufacturing process and allocation
of costs for required and discretionary changes to such process; (ix)
responsibility for environmental, safety and health aspects of manufacturing
thalidomide and (x) obligations of CUK to perform additional services, such as
stability testing programs, management of sample retention and package design;
and (b) CUK's desire to incorporate the following contractual commitments into
the Agreement: (i) the sourcing of Product by CUK from one or more manufacturers
other than PPSL, and (ii) to the extent permitted by applicable law, a
requirement of Pharmion to safeguard that Product supplied to it by CUK or
Industrie is not distributed in the United States, Canada, Mexico, Japan or any
of the provinces of China other than Hong Kong. Notwithstanding the preceding
sentence, Pharmion acknowledges that CUK procures the supply of Products from an
unaffiliated entity, PPSL, pursuant to the terms of a Technical Services
Agreement dated October 21, 2004 between CUK and PPSL (the "TSA") and that the
negotiation of the foregoing contractual commitments are subject to the rights
and obligations of CUK as provided in the TSA. It is the intention of the
parties that such further amendment be entered into no later than six (6) months
from the date hereof.

         7. UNMODIFIED PROVISIONS. Except as expressly modified by this
Amendment and Amendment No. 1, all terms and conditions of the Supply Agreement
shall remain in full force and effect.

         8. GOVERNING LAW; CHOICE OF FORUM. The parties agree that this
Agreement shall be governed by and construed in accordance with the laws of
England and Wales.

         9. CAPTIONS. All captions herein are for convenience only and shall not
be interpreted as having any substantive meaning.

                            [Signature page follows.]

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         IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed by their authorized representatives, in duplicate on the dates
written herein below.

Pharmion GmbH                               Celgene UK Manufacturing II, Limited

By Patrick J. Mahaffy                       By Sol J. Barer
   ---------------------------------           ---------------------------------

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