EXHIBIT 10.38
Pharmion Corporation
0000 00xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
March 3, 2003
Celgene Corporation
0 Xxxxxx Xxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention; Xxx X. Xxxxx, 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/ Xxxxxxx X. Xxxxxxx By /s/ Xxx X. Xxxxx
------------------------------ ---------------------------------------
Xxxxxxx X. Xxxxxxx Xxx X. Xxxxx
President and CEO President and Chief Operating Officer
