EXHIBIT 4.7 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE...Pharmion Corp • August 21st, 2003 • Colorado
a) The term "Series C Preferred Stock" means the Company's Series C Preferred Stock; the term "Senior Preferred Stock" shall refer collectively to the Company's Series B Preferred Stock and Series C Preferred Stock; the term "Series C Investors" means...Agreement • August 21st, 2003 • Pharmion Corp • Delaware
ARTICLE I. DEFINITIONSLicense Agreement • August 21st, 2003 • Pharmion Corp • New York
AMENDMENTPharmion Corp • August 21st, 2003 • Delaware
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made this 7th day of March 2003, by and among: 1. (a) Ms. Noelle Note, a French national residing at 45, Montee du Colombier F-13012 Marseilles; (b) Mr. Druon...Stock Purchase Agreement • August 21st, 2003 • Pharmion Corp
EXHIBIT 4.9 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT FOR THE WARRANT AND...Pharmion Corp • August 21st, 2003 • Colorado
EXHIBIT 1.1 4,000,000 SHARES PHARMION CORPORATION COMMON STOCK, PAR VALUE $.001 PER SHARE UNDERWRITING AGREEMENTPharmion Corp • June 21st, 2004 • Pharmaceutical preparations • New York
EXHIBIT 10.3 PHARMION CORPORATION SECURITIES PURCHASE AGREEMENT Dated as of April 8, 2003 Table of ContentsSecurities Purchase Agreement • August 21st, 2003 • Pharmion Corp • Delaware
EXHIBIT 1.1 (FORM OF UNDERWRITING AGREEMENT)Underwriting Agreement • September 26th, 2003 • Pharmion Corp • Pharmaceutical preparations • New York
EXHIBIT 10.11 Amendment No. 2 to License Agreement This Amendment No. 2, dated April 8, 2003, to the License Agreement, dated as of November 16, 2001, as amended by Amendment No. 1 dated as of March 3, 2003, by and among Pharmion GmbH, a Swiss limited...License Agreement • August 21st, 2003 • Pharmion Corp • New York
EMPLOYMENT AGREEMENT PATRICK J. MAHAFFY FEBRUARY 2004Employment Agreement • May 14th, 2004 • Pharmion Corp • Pharmaceutical preparations • Colorado
EXHIBIT 10.9 Amendment No. 1 to License Agreement This Amendment No. 1, dated March 3, 2003, to the License Agreement, dated as of November 16, 2001 by and among Pharmion GmbH, a Swiss limited liability company ("Pharmion"), Pharmion Corporation, a...License Agreement • August 21st, 2003 • Pharmion Corp • New York
EXHIBIT 10.17 NON-COMPETITION AGREEMENT This Non-Competition Agreement (the "Agreement") is dated as of November 20, 2001, and is entered into between Pharmion Corporation and Patrick J. Mahaffy (the "Employee"). WHEREAS, the Employee is currently...Non-Competition Agreement • August 21st, 2003 • Pharmion Corp • Colorado
LEASE BetweenPharmion Corp • August 21st, 2003 • Colorado
RECITALSInvestors' Rights Agreement • August 21st, 2003 • Pharmion Corp • Delaware
EXHIBIT 4.6 THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE...Pharmion Corp • August 21st, 2003 • New York
PHARMION CORPORATION Common Stock UNDERWRITING AGREEMENT dated May 10, 2007 Banc of America Securities LLC Cowen and Company, LLC Pacific Growth Equities, LLC Friedman, Billings, Ramsey & Co., Inc. HSBC Securities (USA) Inc.Underwriting Agreement • May 16th, 2007 • Pharmion Corp • Pharmaceutical preparations • New York
BANC OF AMERICA SECURITIES LLC As Representative of the several Underwriters 9 West 57th Street New York, NY 10019 Ladies and Gentlemen:
RECITALSFirst Amendment Agreement • September 26th, 2003 • Pharmion Corp • Pharmaceutical preparations
EXHIBIT 10.22 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of this 26th day of September 2002 by and between PHARMION CORPORATION, with principal offices at 2525 28th Street, Boulder, Colorado (the "COMPANY"), and...Employment Agreement • August 21st, 2003 • Pharmion Corp • Colorado
PHARMION CORPORATION LICENSE AND DISTRIBUTION AGREEMENT TABLE OF CONTENTSLicense and Distribution Agreement • August 21st, 2003 • Pharmion Corp • England
EXHIBIT 4.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE...Pharmion Corp • August 21st, 2003 • Colorado
EXHIBIT 10.20 EMPLOYMENT AGREEMENT 1. PARTIES This Employment Agreement ("Agreement") is entered into by and between Pharmion Corporation, a Delaware corporation whose principal place of business is located at 4865 Riverbend Road, Boulder, Colorado,...Employment Agreement • August 21st, 2003 • Pharmion Corp • England
EMPLOYMENT AGREEMENT ANDREW ROGER ALLEN MAY 5, 2006Employment Agreement • September 6th, 2006 • Pharmion Corp • Pharmaceutical preparations • Colorado
AMENDED AND RESTATED EMPLOYMENT AGREEMENT MARCH, 2004Employment Agreement • May 14th, 2004 • Pharmion Corp • Pharmaceutical preparations • Colorado
AMENDED AND RESTATED DISTRIBUTION AND LICENSE AGREEMENTDistribution and License Agreement • August 21st, 2003 • Pharmion Corp • England and Wales
EXHIBIT 10.18 NON-COMPETITION AND SEVERANCE AGREEMENT This Non-Competition and Severance Agreement (the "Agreement") is dated as of November 21, 2001, and is entered into between Pharmion Corporation, a Delaware corporation (the "Company"), and Judith...Non-Competition and Severance Agreement • August 21st, 2003 • Pharmion Corp • Colorado
PHARMION GMBH (2) DISTRIBUTION AND DEVELOPMENT AGREEMENTDistribution and Development Agreement • August 21st, 2003 • Pharmion Corp
EXHIBIT 10.7 Supplementary Agreement to Amended and Restated Distribution and License Agreement This Supplementary Agreement, dated June 18th, 2003, is a supplementary agreement to the Amended and Restated Distribution and License Agreement, dated as...Supplementary Agreement • August 21st, 2003 • Pharmion Corp • England and Wales
NONQUALIFIED STOCK OPTION AGREEMENT under the PHARMION CORPORATION 2001 NON- EMPLOYEE DIRECTOR STOCK OPTION PLANNonqualified Stock Option Agreement • March 15th, 2007 • Pharmion Corp • Pharmaceutical preparations • Colorado
THIS AGREEMENT is made effective as of the , 200 , by and between Pharmion Corporation, a Delaware corporation (the “Company”), and (the “Optionee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT MARCH, 2004Employment Agreement • May 14th, 2004 • Pharmion Corp • Pharmaceutical preparations • Colorado
AGREEMENT AND PLAN OF MERGER by and among CELGENE CORPORATION, COBALT ACQUISITION LLC and PHARMION CORPORATION November 18, 2007Agreement and Plan of Merger • November 19th, 2007 • Pharmion Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 18, 2007, by and among Celgene Corporation, a Delaware corporation (“Parent”), Cobalt Acquisition LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub”), and Pharmion Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Article IX.
SUPPLY AGREEMENTSupply Agreement • March 16th, 2006 • Pharmion Corp • Pharmaceutical preparations • New York
This Supply Agreement (the “Agreement”) is made and entered into effective as of December 19, 2005 (the “Effective Date”) by and between GPC Biotech AG, a German corporation, having its place of business at Fraunhoferstrasse 20, 82152 Martinsried/Munich, Germany (“GPC Biotech”); and Pharmion GmbH, a Swiss limited liability company and wholly-owned subsidiary of Pharmion Corporation, a Delaware corporation, having a place of business at Aeschenvorstadt 71, 4051 Basel, Switzerland (“Licensee”). GPC Biotech and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PAGE INDEX 1. DEFINITIONS 4 2. APPOINTMENT OF PHARMION 6 3. EXISTING MARKETING AUTHORIZATIONS 7 4 DEVELOPMENT AND COMMERCIALIZATION EFFORTS IN TERRITORY 9 5. COORDINATION OF DEVELOPMENT; ADDITIONAL INDICATIONS 10 6. CONSIDERATION 10 7. MANUFACTURE AND...Interim Sales Representation Agreement • August 21st, 2003 • Pharmion Corp
CO-DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • March 16th, 2006 • Pharmion Corp • Pharmaceutical preparations • New York
This Co-Development and License Agreement (the “Agreement”) is made and entered into effective as of December 19, 2005 (the “Effective Date”) by and between GPC Biotech AG, a German corporation, having its place of business at Fraunhoferstrasse 20, 82152 Martinsried/Munich, Germany (“GPC Biotech”); and Pharmion GmbH, a Swiss limited liability company and wholly-owned subsidiary of Pharmion Corporation, a Delaware corporation, having a place of business at Aeschenvorstadt 71, 4051 Basel, Switzerland (“Licensee”). GPC Biotech and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
COLLABORATIVE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • May 10th, 2006 • Pharmion Corp • Pharmaceutical preparations • New York
This COLLABORATIVE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”), effective as of January 30, 2006 (the “Effective Date”) is made by and between Pharmion Corporation, a corporation organized under the laws of the State of Delaware, USA, with a place of business at 2525-28th Street, Suite 200, Boulder, Colorado, 803301, USA (“Pharmion Corporation”) and Pharmion GmbH, a wholly-owned subsidiary of Pharmion Corporation registered in Switzerland having its principle place of business at Aeschenvorstadt 71, 4051 Basel, Switzerland (“Pharmion GmbH” and, collectively with Pharmion Corporation, “Pharmion”) on the one hand and MethylGene Inc., a corporation organized under the laws of Quebec, Canada, with its principal place of business at 7220 Frederick-Banting, Suite 200, Montreal, Québec H4S 2A1, Canada (“MG”). Each of Pharmion and MG shall be referred to as a “Party” and, together, as the “Parties.”
