EXHIBIT 10.40
Pharmion Corporation
0000 00xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
August 18, 2003
Celgene Corporation
0 Xxxxxx Xxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Xxx X. Xxxxx, PhD
Gentlemen:
On March 3, 2003, Pharmion GmbH ("Pharmion"), Pharmion Corporation and Celgene
Corporation ("Celgene") entered 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.
In the course of an internal contract review, we believe that our mutual
intentions relating to an extension of time contemplated by Section 8 of the
Amendment, which changed from three years to five years a trigger date on a
Celgene termination right under Section 9.3(b)(i) of the Agreement, should also
apply to Section 9.4 (a) of the Agreement relating to co-exclusivity.
In addition, as we have explained to you, to date we have only been able to
obtain liability insurance coverage of $15 million per occurrence and $15
million in the aggregate. Accordingly, we would like to amend the provisions of
Section 8.4 of the Agreement to reflect these insurance limits.
Accordingly, this will confirm our agreement as follows:
1. Section 9.4(a) of the Agreement is hereby amended by replacing the
words "within three (3) years after the date hereof" with the words
"within five (5) years after the date hereof".
2. Section 8.4(a) of the Agreement is hereby amended by replacing the
words "U.S. $10,000,000 per occurrence and U.S. $50,000,000 in the
aggregate" with "U.S. $15,000,000 per occurrence and U.S.
$15,000,000 in the aggregate".
Except as expressly modified by this letter, all terms and conditions of the
Agreement and the Amendment 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
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Xxxxxxx X. Xxxxxxx Xxx X. Xxxxx
President and CEO President and Chief Operating Officer
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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 By /s/ Xxx X. Xxxxx
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Xxxxxxx X. Xxxxxxx Xxx X. Xxxxx
President and CEO President and Chief Operating Officer
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