Pharmion Corp Sample Contracts

AMENDMENT
Pharmion Corp • August 21st, 2003 • Delaware
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ARTICLE I. DEFINITIONS
License Agreement • August 21st, 2003 • Pharmion Corp • New York
EXHIBIT 10.3 PHARMION CORPORATION SECURITIES PURCHASE AGREEMENT Dated as of April 8, 2003 Table of Contents
Securities 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
EMPLOYMENT AGREEMENT PATRICK J. MAHAFFY FEBRUARY 2004
Employment Agreement • May 14th, 2004 • Pharmion Corp • Pharmaceutical preparations • Colorado
RECITALS
Investors' Rights Agreement • August 21st, 2003 • Pharmion Corp • Delaware
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:

RECITALS
First Amendment Agreement • September 26th, 2003 • Pharmion Corp • Pharmaceutical preparations
PHARMION CORPORATION LICENSE AND DISTRIBUTION AGREEMENT TABLE OF CONTENTS
License and Distribution Agreement • August 21st, 2003 • Pharmion Corp • England
RECITALS
Pharmion Corp • August 21st, 2003
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EMPLOYMENT AGREEMENT ANDREW ROGER ALLEN MAY 5, 2006
Employment Agreement • September 6th, 2006 • Pharmion Corp • Pharmaceutical preparations • Colorado
AMENDED AND RESTATED EMPLOYMENT AGREEMENT MARCH, 2004
Employment Agreement • May 14th, 2004 • Pharmion Corp • Pharmaceutical preparations • Colorado
AMENDED AND RESTATED DISTRIBUTION AND LICENSE AGREEMENT
Distribution and License Agreement • August 21st, 2003 • Pharmion Corp • England and Wales
PHARMION GMBH (2) DISTRIBUTION AND DEVELOPMENT AGREEMENT
Distribution and Development Agreement • August 21st, 2003 • Pharmion Corp
NONQUALIFIED STOCK OPTION AGREEMENT under the PHARMION CORPORATION 2001 NON- EMPLOYEE DIRECTOR STOCK OPTION PLAN
Nonqualified 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, 2004
Employment Agreement • May 14th, 2004 • Pharmion Corp • Pharmaceutical preparations • Colorado
LEASE Between
Pharmion Corp • August 21st, 2003 • Colorado
AGREEMENT AND PLAN OF MERGER by and among CELGENE CORPORATION, COBALT ACQUISITION LLC and PHARMION CORPORATION November 18, 2007
Agreement 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 AGREEMENT
Supply 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.”

CO-DEVELOPMENT AND LICENSE AGREEMENT
Development 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.”

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