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:



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 Ato 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):



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



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



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.

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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:                      
| |  |                          
| |  |                          
| |  | MEDIMMUNE VACCINES, INC. 
| |  | By:                      
| |  |                          
| |  |                          

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