EXHIBIT 10.36 LICENSE AGREEMENT

                                                                   EXHIBIT 10.36

                                LICENSE AGREEMENT

      LICENSE AGREEMENT, dated November 16, 2001 (the "Agreement"), is made
between Celgene Corporation, a Delaware corporation ("Celgene"), Pharmion GmbH,
a Swiss limited liability company ("Pharmion"), and, solely for purposes of
guaranteeing the obligations of Pharmion hereunder, Pharmion Corporation, a
Delaware corporation ("Guarantor").

      WHEREAS, Celgene has developed the Products (as defined herein); and

      WHEREAS, Pharmion wishes to receive a license from Celgene for the
Products in the Territory (as defined herein), and Celgene is willing to grant
Pharmion a license for the Products in the Territory, all on the terms and
conditions set forth below.

      NOW THEREFORE, in consideration of the premises and of the covenants
herein contained, Celgene and Pharmion mutually agree as follows:

                                   ARTICLE I.
                                    DEFINITIONS

      For purposes of this Agreement, the following capitalized terms shall have
the meanings specified below.

      "AFFILIATE" shall mean any corporation or other entity which controls, is
controlled by or is under common control with a party. A corporation or other
entity shall be regarded as in control of another corporation or entity if it
owns or directly or indirectly controls at least fifty percent (50%) of the
voting stock or other ownership interest of the other corporation or entity, or
if it possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of the corporation or other entity or
the power to elect or appoint fifty percent (50%) or more of the members of the
governing body of the corporation or other entity.

      "APPROVAL PERIOD" shall have the meaning ascribed thereto in Section 9.4
hereof.

      "CELGENE PATENT RIGHTS" shall mean (i) the patents and patent applications
listed on Exhibit A hereto, and (ii) any patents hereafter issued or patent
applications hereafter filed by or on behalf of Celgene or any of its
Affiliates, in either case, necessary or useful for the registration,
distribution, marketing or sale of any of the Products in the Territory during
the term of this Agreement.

      "CELGENE TECHNOLOGY" shall mean data, manufacturing know-how, regulatory
submissions and other intellectual property that is either in the possession of
Celgene as of the date hereof or developed by Celgene during the term of this
Agreement in connection with any additional regulatory approvals to market
Products in the United

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States, (including,, without limitation, S.T.E.P.S., as hereinafter defined, and
any clinical data from pivotal studies relating to the Products as well as
additional clinical studies relating to the Products conducted from time to time
by or on behalf of Celgene or any of its Affiliates) in either case, owned or
controlled by, or licensed (with the right to sublicense) to, Celgene and that
is necessary or useful to register, distribute, market or sell the Products in
the Territory.

      "CMCC" shall have the meaning ascribed thereto in Section 3.9 hereof.

      "CMCC LICENSE" shall have the meaning ascribed thereto in Section 3.9
hereof.

       "EMEA" shall mean the European Agency for the Evaluation of Medicinal
Products.

      "ENTREMED" shall have the meaning ascribed thereto in Section 3.9 hereof.

      "ENTREMED LICENSE" shall have the meaning ascribed thereto in Section 3.9
hereof.

       "FIRST COMMERCIAL SALE" shall mean, with respect to any country in the
Territory, the first sale of any of the Products to an unaffiliated customer in
such country following Regulatory Approval in such country.

      "NET SALES" shall mean Pharmion's and its Affiliates invoiced sales price
of Product billed to unaffiliated customers, less: (i) to the extent such
amounts are included in the invoiced sales price, actual credited allowances
and/or charge-backs for spoiled, damaged, out-dated and returned product, (ii)
quantity and other trade discounts and early settlement discounts (where such
discounts are effectively non-discretionary and are given as a matter of course)
actually allowed and taken, (iii) transportation, insurance and handling
expenses to the extent chargeable to such sales, (iv) sales, value-added and
other direct taxes incurred, (v) customs duties and surcharges and other
governmental charges incurred in connection with the exportation or importation
of any Product, and (vi) legally mandated rebates, if any.

      "PRIME RATE" shall mean the prime rate announced from time to time by
Citibank, N.A., plus 2%.

      "PRODUCTS" shall mean each article of manufacture, substance, material,
chemical, formulation or composition which is or includes Thalidomide as an
active ingredient, including, without limitation, any composition that comprises
Thalidomide and a non-steroidal anti-inflammatory compound(s). The term
"Products" expressly excludes Thalidomide analogs.

      "QUARTERLY REPORT" shall have the meaning ascribed thereto in Section 3.6
hereof.

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      "RECOGNIZED AGENT" shall mean an entity other than an Affiliate of
Pharmion through which Pharmion regularly distributes and sells products in a
particular region.

      "REGULATORY APPROVAL" shall mean, with respect to each country in the
Territory, all required regulatory approvals (including, without limitation, as
to pricing) in such country to market and sell the Product to unaffiliated
customers.

      "TARGET VOLUME" shall have the meaning ascribed thereto in Section 9.4
hereof.

      "TERRITORY" shall mean the world, except for North America (consisting of
the United States, Canada and Mexico), Japan, Korea, Taiwan and China.

      "THIRD PARTY" shall mean any entity other than Celgene or Pharmion, their
respective Affiliates.

      "UK REGULATORY APPROVAL" shall mean Regulatory Approval in the United
Kingdom.

                                  ARTICLE II.
                    REPRESENTATIONS AND WARRANTIES; COVENANTS

      2.1.   REPRESENTATIONS AND WARRANTIES OF EACH PARTY. Each party represents
and warrants to the other that it has the legal right and power to enter into
this Agreement, to extend the rights and licenses granted to the other in this
Agreement, and that the performance of such obligations will not conflict with
its charter documents or any agreements, contracts or other arrangements to
which it is a party.

      2.2.   REPRESENTATIONS OF PHARMION. Pharmion and Guarantor jointly and
severally represent and warrant to, and covenant with, Celgene that:

            (a) Pharmion is a corporation duly organized, validly existing and
in good standing under the applicable laws of Switzerland and has taken all
necessary action to authorize the execution, delivery and performance of this
Agreement, and

            (b) Guarantor is a corporation duly organized, validly existing and
in good standing under the applicable laws of Delaware and has taken all
necessary action to authorize the execution, delivery and performance of this
Agreement, and

            (c) upon the execution and delivery of this Agreement, this
Agreement shall constitute a valid and binding obligation of Pharmion and
Guarantor enforceable in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

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      2.3.   REPRESENTATIONS OF CELGENE. Celgene represents and warrants to, and
covenants with, Pharmion that:

            (a) Celgene is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has taken all
necessary action to authorize the execution, delivery and performance of this
Agreement;

            (b) upon the execution and delivery of this Agreement, this
Agreement shall constitute a valid and binding obligation of Celgene enforceable
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors' and contracting parties' rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);
and

            (c) Exhibit A contains a complete and correct list of all patents
and patent applications filed by or on behalf of Celgene or any of its
Affiliates, necessary or useful for registration, distribution, marketing or
sale of any of the Products.

      2.4.   DISCLAIMER OF WARRANTIES. NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED AS A REPRESENTATION MADE, OR WARRANTY GIVEN, BY CELGENE OR PHARMION
(A) THAT ANY PATENT WILL ISSUE BASED UPON ANY PENDING PATENT APPLICATION, (B)
THAT ANY PATENT WHICH HAS ISSUED OR HEREAFTER ISSUES WILL BE VALID, OR (C) THAT
THE USE OF ANY LICENSE GRANTED HEREUNDER OR THE USE OF ANY PATENT RIGHTS WILL
NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY OTHER PERSON.

                                   ARTICLE III.
                         LICENSE GRANTS; RESERVED RIGHTS

      3.1.   GRANT OF LICENSE RIGHTS BY CELGENE TO PHARMION. Celgene hereby
grants to Pharmion, and Pharmion hereby accepts, an exclusive (including as to
Celgene and its Affiliates) royalty-bearing license to register, distribute,
market, use and sell the Products in the Territory under the Celgene Patent
Rights and the Celgene Technology. Pharmion may not sublicense any of the rights
granted by Celgene to Pharmion pursuant to this Section 3.1 and Section 3.2
other than in accordance with Section 10.12 hereof.

      3.2.   TRADEMARK. In connection with the sale and marketing of the Product
by Pharmion in the Territory, Celgene hereby grants to Pharmion an exclusive,
royalty-free license to use any Celgene trademark used by Celgene in connection
with the Product. In the event a Celgene trademark is not available in any
jurisdiction within the Territory, Pharmion may select a trademark with
Celgene's written consent (such consent not to be unreasonably withheld or
delayed) for registration in Celgene's name, and Celgene hereby grants to
Pharmion a license thereto on the same basis as provided in the preceding
sentence.

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      3.3.   CELGENE RESERVED RIGHTS. Except for the license expressly granted by
Celgene to Pharmion pursuant to Sections 3.1 and 3.2, Celgene reserves all
rights under the Celgene Patent Rights and the Celgene Technology. The foregoing
reserved rights shall include, but not be limited to, the rights to develop,
make, use, sell and import Products outside the Territory. Without limiting the
generality of the foregoing, it is understood and agreed that Pharmion has no
right pursuant to this Agreement to manufacture the Products. However, Celgene
and Pharmion hereby confirm that Celgene has authorized Penn Pharmaceuticals
Ltd. (together with its successors and assigns, "Penn") to manufacture the
Products for sale within the Territory, and that in connection therewith
Pharmion is party to a certain Amended and Restated Distribution and License
Agreement between Pharmion and Penn with respect to the manufacture of the
Products (the "Penn Agreement"). Celgene shall use commercially reasonable
efforts to establish a second source of supply of Product. If for any reason at
any time during the term of this Agreement the supply of available Product is
insufficient, Celgene and Pharmion shall, during such period of short supply,
apportion available supply between them on the following basis: (a) if the short
supply occurs during the period between the date of this Agreement and December
31, 2003, 75% to Celgene and 25% to Pharmion (but, in the case of Pharmion, not
more than that amount subject to firm purchase orders), and (b) if the short
supply occurs from and after January 1, 2004, on a basis that is proportional to
their respective sales of Product during the preceding 12-month period. If there
shall occur a withdrawal or recall of the Product from the U.S. market due to
any regulatory mandate or otherwise, from and after the second anniversary of
such withdrawal or recall, Celgene shall have no obligation whatsoever to
Pharmion with respect to the supply of the Products except to license the
manufacture of the Products to Pharmion and/or its contract manufacturers
reasonably acceptable to Celgene, on commercially reasonable terms.

      3.4.   PRESERVATION OF LICENSES IN BANKRUPTCY.

            (a) If Celgene should file a petition under bankruptcy laws, or if
any involuntary petition shall be filed against Celgene, Pharmion shall be
protected in the continued enjoyment of Pharmion's rights as licensee hereunder
to the maximum feasible extent including, without limitation, if it so elects,
the protection conferred upon licensees under Section 365(n) of Title 11 of the
U.S. Code, or any similar provision of any applicable law. Celgene shall give
Pharmion reasonable prior notice of the filing of any voluntary petition, and
prompt notice of the filing of any involuntary petition, under any bankruptcy
laws.

            (b) The Celgene Technology, the Celgene Patent Rights shall be
deemed to be "intellectual property" as that term is defined in 11 U.S.C.
Section 101(56) or any successor provision.

      3.5.   ROYALTIES. In consideration of the license and rights granted by
Celgene to Pharmion pursuant to this Article 3, Pharmion shall pay to Celgene a
royalty equal to eight percent (8%) of Net Sales, payable as provided below.

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      3.6.   ROYALTY REPORTS, EXCHANGE RATES. During the term of this Agreement,
following the First Commercial Sale, Pharmion shall within thirty (30) days
after each calendar quarter furnish to Celgene a written quarterly report (the
"Quarterly Report") showing: (a) the gross sales of the Product sold by Pharmion
and its Affiliates during the reporting period and the calculation of Net Sales
from such gross sales on a country by country basis; (b) the specific
deductions, by category, permitted by the definition of "Net Sales" taken in
connection with the calculation of Net Sales; and (c) the exchange rates used in
determining the amount of United States dollars reflected in the report. For
purposes of calculating Net Sales, all Net Sales in each quarter that are in
currencies other than United States dollars shall be converted into United
States dollars as follows: the exchange rate will be the average of: (1) the
rate applicable on the last business day of the month prior to the month of
sale, and (2) the rate applicable on the last business day of the month in which
the sale was made (each published in the New York edition of the Wall Street
Journal). Pharmion shall keep complete and accurate records in sufficient detail
to properly reflect all gross sales and Net Sales and to enable the royalties
payable hereunder to be determined. All payments of royalties shall be made in
U.S. dollars.

      3.7.   AUDITS. Upon the written request of Celgene, Pharmion shall permit
an independent public accountant selected by Celgene and acceptable to Pharmion,
which acceptance shall not be unreasonably withheld or delayed, to have access
during normal business hours to such records of Pharmion as may be reasonably
necessary to verify the accuracy of the royalty reports described herein, in
respect of any fiscal year ending not more than thirty-six (36) months prior to
the date of such request. All such verifications shall be conducted upon
reasonable prior notice and not more than once in each calendar year. In the
event such Celgene representative concludes that additional royalties were owed
to Celgene during such period, the additional royalty (together with interest
thereon from the date such royalty was originally due to the date actually paid,
at the Prime Rate) shall be paid by Pharmion within thirty (30) days of the date
Celgene delivers to Pharmion such representative's written report so concluding.
The fees charged by such representative shall be paid by Celgene unless the
audit discloses that the royalties payable by Pharmion for the audited period
are incorrect by more than five (5%) percent, in which case Pharmion shall pay
the reasonable fees and expenses charged by such representative. All information
subject to review under this Section 3.7 is confidential and Celgene shall, and
shall cause its representatives to, retain all such information in confidence in
accordance with Article 7 hereof.

      3.8.   ROYALTY PAYMENT TERMS. Royalties shown to have accrued by a
Quarterly Report provided for under this Agreement shall be payable, with
respect to Net Sales within Italy and Spain, within seventy-five (75) days
following the end of each calendar quarter, and with respect to Net Sales
elsewhere, within forty-five (45) days following the end of each calendar
quarter. Payment of royalties in whole or in part may be made in advance of such
due date. Royalties not paid when due shall bear interest at the Prime Rate from
the date due to the date actually paid.

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      3.9.   CMCC LICENSE. To the extent the Celgene Patent Rights and the
Celgene Technology Rights licensed to Pharmion under this Agreement are rights
which Children's Medical Center Corporation ("CMCC") has licensed to Celgene
Pursuant to the Agreement among Celgene, CMCC, Bioventure Investments KFT and
Entremed, Inc. dated August __, 2001 (the "CMCC License"), the license granted
to Pharmion pursuant to Section 3.1 hereof is subject to the terms, limitations,
restrictions and obligations provided for in the CMCC License. Sections 2, 4.7,
4.8, 4.9, 9, 10, 11, 12, 15 and 16 of the CMCC License, and, to the extent
applicable pursuant to the terms of this Agreement, Sections 7.2, 7.3, 7.4, 7.5,
and 7.6 thereof, shall be binding upon Pharmion as if it were a party to the
CMCC License. A true and correct copy of the foregoing provisions of the CMCC
License are annexed hereto as Exhibit D and a true and correct copy of the CMCC
License in the form filed by Celgene with the Securities and Exchange Commission
shall be provided by Celgene to Pharmion contemporaneously with the filing
thereof with the Securities and Exchange Commission.

      3.10. TAIWAN. Notwithstanding anything to the contrary contained in this
Agreement,

            (a) If Celgene has not prior to the third anniversary of the date of
this Agreement, granted to any Third Party a license to distribute, market, use
or sell the Products in Taiwan (a "Third Party License"), the Territory shall,
at Pharmion's election,

include Taiwan, such election to be made by written notice to Celgene at any
time after the third anniversary of the date of this Agreement; and

            (b) Pharmion may at any time, but shall not be required to, register
the Products and/or otherwise seek Regulatory Approval in Taiwan, provided that
it notifies Celgene of its actions not later than the initiation of its first
filing with Taiwanese authorities. Notwithstanding the receipt of any such
registration or Regulatory Approval, Pharmion will not distribute, market, use
or sell the Products in Taiwan prior to the time, Celgene shall have granted it
a license to do so. If Celgene shall grant a Third Party License prior to the
third anniversary of the date hereof, Pharmion shall, to the extent legally
permissible, take all action reasonably necessary to assign all of its right,
title and interest in and transfer possession and control to Celgene of the
regulatory filings prepared by Pharmion, and regulatory approvals received by
Pharmion, to the extent that such filings relate to the Product and Taiwan.

                                   ARTICLE IV.
                                    MARKETING

      4.1.   SALES AND MARKETING DUTIES OF PHARMION. In connection with the sales
and marketing of Products in the Territory, Pharmion shall, at its own expense,

            (a) use commercially reasonable efforts to commence a market launch
of the Products within the Territory within three months of the receipt of UK
Regulatory Approval;

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            (b) pay or have paid all marketing and distribution costs associated
with the sales and distribution of the Products within the Territory;

            (c) maintain or have maintained the Products, pending their sale to
customers, in a facility that is properly equipped (including temperature and
humidity control) to store pharmaceutical and other sensitive products. Subject
to the terms of any agreements with third parties with respect to the
maintenance of the Products, Celgene will have the right to inspect, from time
to time, such facility and all government inspection reports and certificates
relating thereto. Pharmion shall use commercially reasonable efforts to
incorporate in any such agreements a right of Celgene to conduct such
inspections;

            (d) collect from customers customs, handling, freight and like
charges, and sales, value added tax, if any, and other taxes;

            (e) use commercially reasonable efforts to actively promote the
distribution and sale of the Products within the Territory so as to maximize
sales of the Products therein. Without limiting the generality of the preceding
sentence, Pharmion shall call upon customers in the Territory at regular
intervals to solicit purchases, furnish current information and display and
distribute information and materials regarding the Products. Each party shall
provide the other with copies of materials it creates and uses for its own
marketing purposes relating to the Products in its respective territory.
Pharmion shall use such selling, marketing and packaging materials pertaining to
the Products as Celgene shall consent to in writing, such consent not to be
unreasonably withheld or delayed. Pharmion shall provide Celgene any
translations necessary for Celgene to give such consent;

             (f) comply in all material respects with all applicable laws,
regulations and approvals governing the registration, importation, distribution,
marketing and sale of the Products, and conduct itself in a professional manner
in accordance with industry standards so as not to cause disrepute or ill favor
to Celgene or the Products;

            (g) maintain a technically competent and experienced sales force
(including a product or market specialist) assigned to market the Products and
devoted to maintaining accounts with present customers and developing new
accounts for sales of the Products, and disseminate to the sales personnel any
sales aids and literature developed by Pharmion relating to the Products;

            (h) maintain the highest standards of quality to protect the
integrity of the Products, including providing laboratory services for quality
control and general housekeeping;

            (i) study market trends in the Territory and communicate perceived
market changes to Celgene;

             (j) immediately report to Celgene all governmental action relating
to any of the Products of which it has knowledge and consult with Celgene in the

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handling of such governmental action (provided, that, final determination with
respect to any such governmental action within the Territory shall be made by
Pharmion after such consultation, provided such determination would not be
reasonably likely to have a material adverse effect on Celgene); and, during the
Term of this Agreement and for a period of five years thereafter, maintain
records of all sales of Products and customers in order to assist Celgene in
tracking the Products sold in the event of a recall or withdrawal of any of the
Products from the marketplace due to a mandate of the United States Food and
Drug Administration ("FDA") or otherwise (it being understood and agreed that
Celgene will immediately report to Pharmion any governmental action relating to
any of the Products of which it has knowledge and will maintain similar records
during the Term of this Agreement and for a period of five years thereafter);

            (k) establish and, except as modified as a condition to any
Regulatory Approval, strictly adhere to a system consistent with Celgene's
System for Thalidomide Education and Prescribing Safety ("S.T.E.P.S.") for the
safe and effective dispensing of the Products, a complete description of which
is attached hereto as Exhibit B; provided, however, that Pharmion may effect
such modifications of S.T.E.P.S. as Celgene shall have approved in advance, on a
country by country basis, the consideration of such approval by Celgene not to
be unreasonably delayed by it; and

            (l) provide Celgene, no later than October 1 of each year during the
term of this Agreement, with an annual marketing plan for the Products in the
Territory and consult with Celgene with respect to such plan and consider, in
good faith, Celgene's views with regard thereto.

      4.2.   DUTY NOT TO COMPETE. Pharmion will not sell, market or distribute
any pharmaceutical product containing thalidomide or any combination
pharmaceutical product in a single dosage formulation that includes thalidomide
(other than the Products).

      4.3.   MARKETING SUPPORT DUTIES OF CELGENE. In connection with the
marketing of the Product, Celgene shall:

            (a) make available in the United States by telephone and/or
meetings, during reasonable business hours, persons of authority to assist
Pharmion in performing the duties of Pharmion required hereunder and to answer
appropriate inquiries of Pharmion;

            (b) refer all inquiries to Pharmion which are received by Celgene
from customers in the Territory; and

            (c) provide initial training for a limited number of Pharmion's
marketing/medical staff at Celgene at the expense of Pharmion (including per
diem, transportation costs and other expenses).

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                                   ARTICLE V.
                                REGULATORY MATTERS

      5.1.   REPORTING OF ADVERSE EVENTS. Each party will give prompt notice to
the other party of any information it receives regarding the safety of the
Product, including any confirmed or unconfirmed information on adverse, serious,
or unexpected events associated with the use of the Product (i) by telephone by
the end of the next calendar day and (ii) in writing via facsimile within three
calendar days after receipt of the information. Pharmion will file any reports
concerning such incidents required by law or regulation in the Territory.

      5.2.   OTHER REGULATORY COMPLIANCE MATTERS. Pharmion shall comply with all
applicable guidelines of the U.S. Food and Drug Administration and/or the
International Committee for Harmonization (ICH) relating to expedited reports
and periodic safety update reports. Upon written request of Celgene, Pharmion
shall permit Celgene or its representative, at Celgene's expense, to have access
during normal business hours to such records of Pharmion as may be reasonably
necessary to review Pharmion's drug safety operations. All such reviews shall be
conducted upon reasonable prior notice and not more than twice in each calendar
year.

                                  ARTICLE VI.
                           INTELLECTUAL PROPERTY RIGHTS

      6.1.   NO OTHER TECHNOLOGY RIGHTS. Except as otherwise expressly provided
in this Agreement, under no circumstances shall a party hereto, as a result of
this Agreement, obtain any ownership interest in or other right to any
technology, trade secrets, know-how, patents, pending patent applications,
products or biological materials of the other party, including items owned,
controlled or developed by the other party, or transferred by the other party to
said party, at any time pursuant to this Agreement.

      6.2.   ENFORCEMENT OF PATENT RIGHTS. Celgene and Pharmion shall each
promptly notify the other in writing of any alleged or threatened infringement
of patents or patent applications relating to the Products of which they become
aware. Celgene shall have the first right to bring any action or legal
proceeding to enforce any Celgene Patent Right and/or to protect any Celgene
Technology. If, within ninety (90) days from the date of notice of any such
alleged or threatened infringement, Celgene has not initiated action to abate
such infringement, Pharmion shall have the right, but not the obligation, to
seek to abate such infringement at its sole cost and expense. The parties will
cooperate with and provide reasonable assistance to each other in any such
action. Any monetary recoveries from any such action shall first be applied to
reimburse the party who undertook such litigation for its costs and expenses,
with the balance of any such recovery being divided in an equitable manner
between the parties.

      6.3.   DEFENSE OF INDIVIDUAL INFRINGEMENT ACTIONS. If Celgene or Pharmion,
any of their respective Affiliates or any Recognized Agent shall be individually
named as a defendant in a legal proceeding by a Third Party for infringement

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of a patent because of the manufacture, use or sale of the Product, the party
which has been sued (or whose Affiliate or Recognized Agent has been sued) shall
promptly notify the other party hereto in writing of the institution of such
suit. Celgene may, at its option and at its sole expense, control and defend
such suit. If, within a reasonable time after receiving notice of such suit,
Celgene does not notify the party that has been sued of its intention to control
and defend such suit or advises such party that it does not intend to control
and defend such suit, the party that has been sued may control and defend such
suit. The controlling party (a) may not settle such suit or otherwise consent to
an adverse judgment in such suit that materially diminishes the rights or
interests of the other party hereto without the express written consent of such
other party (which consent shall not be unreasonably withheld or delayed), and
(b) shall keep the other party hereto at all times reasonably informed as to the
status of the suit. Such other party shall have the right to be represented by
advisory counsel of its own selection (and such counsel's opinion shall be
reasonably considered by the controlling party), at its own expense, and shall
provide reasonable cooperation in the defense of such suit and furnish to the
party controlling such suit all evidence and reasonable assistance within its
control.

      6.4.   DEFENSE OF JOINT INFRINGEMENT ACTIONS. If Celgene or any of its
Affiliates, on the one hand, or Pharmion or any of its Affiliates or Recognized
Agents, on the other hand, shall be jointly named as defendants for infringement
of a patent for making, using, selling, offering to sell or importing any of the
Products, Celgene shall be entitled to control the defense of such suit, and all
expenses thereof including costs and attorney fees, shall be paid by Celgene.
Pharmion, its Affiliate or Recognized Agent, as the case may be, shall have the
right to be represented by counsel of its own selection, but at its sole
expense. Celgene will consult in good faith with Pharmion regarding the
litigation. Pharmion, its Affiliate or Recognized Agent, as the case may be,
shall provide reasonable cooperation in the defense of such suit and furnish to
Celgene all evidence and reasonable assistance within its control. With respect
to any judgments, settlements or damages payable with respect to the defense of
joint infringement actions, Celgene and Pharmion shall contribute to the amount
owed in an equitable manner, reflecting the relative financial benefits enjoyed
by each of them with respect to the Net Sales of the Products. In the event a
license from a third party is required, the parties shall share the cost of such
license equitably. Notwithstanding the foregoing, Pharmion shall not be
obligated to contribute to any settlement costs described above unless it has
given its express written consent (which consent shall not be unreasonably
withheld or delayed) to such settlement.

                                  ARTICLE VII.
                                 CONFIDENTIALITY

      7.1.   NONDISCLOSURE OBLIGATIONS.

            (a) Except as otherwise provided in this Agreement, during the term
of this Agreement and for a period of ten (10) years thereafter, both Parties
shall maintain in confidence (a) information and data received from the other
party resulting from or related to the Product and (b) all information and data
not described in clause (a)

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but supplied by the other party under this Agreement marked "Confidential." For
purposes of this Article 6, information and data described in clause (a) or (b)
shall be referred to as "Information."

             (b) To the extent it is reasonably necessary or appropriate to
fulfill its obligations or exercise its rights under this Agreement, a party may
disclose Information it is otherwise obligated under this Section not to
disclose to its Affiliates, consultants, outside contractors and clinical
investigators, on a need-to-know basis on condition that such entities or
persons agree to keep the Information confidential for the same time periods and
to the same extent as such party is required to keep the Information
confidential; and a party may disclose such Information to government or other
regulatory authorities to the extent that such disclosure is reasonably
necessary to obtain patents or authorizations to conduct clinical trials of, and
to commercially market, the Product. The obligation not to disclose Information
shall not apply to any part of such Information that: (a) is or becomes part of
the public domain other than by unauthorized acts of the party obligated not to
disclose such Information or its Affiliates; (b) can be shown by written
documents to have been disclosed to the receiving party or its Affiliates by a
Third Party, provided such Information was not obtained by such Third Party
directly or indirectly from the other party pursuant to a confidentiality
agreement; (c) prior to disclosure under this Agreement, was already in the
possession of the receiving party or its Affiliates, provided such Information
was not obtained directly or indirectly from the other party pursuant to a
confidentiality agreement; (d) can be shown by written documents to have been
independently developed by the receiving party or its Affiliates without breach
of any of the provisions of this Agreement; (e) is disclosed by the receiving
party pursuant to interrogatories, requests for information or documents,
subpoena, civil investigative demand issued by a court or governmental agency or
as otherwise required by law; provided that the receiving party notifies the
other party immediately upon receipt thereof (and provided that the disclosing
party furnishes only that portion of the Information which it is advised by
counsel is legally required); or (f) bioavailability and clinical data used for
marketing purposes following receipt of UK Regulatory Approval.

      7.2.   TERMS OF THIS AGREEMENT. Celgene and Pharmion each agree not to
disclose any terms or conditions of this Agreement to any Third Party without
the prior consent of the other party, except as required by applicable law.
Notwithstanding the foregoing, prior to execution of this Agreement, Celgene and
Pharmion shall agree upon the substance of information that can be used as a
routine reference in the usual course of business to describe the terms of this
transaction, and Celgene and Pharmion may disclose such information, as modified
by mutual agreement from time to time, without the other party's consent.

      7.3.   INJUNCTIVE RELIEF. The Parties hereto understand and agree that
remedies at law may be inadequate to protect against any breach of any of the
provisions of this Article 7 by either party or their employees, agents,
officers or directors or any other person acting in concert with it or on its
behalf. Accordingly, each party shall be

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entitled to the granting of injunctive relief by a court of competent
jurisdiction against any action that constitutes any such breach of this Article
7.

                                  ARTICLE VIII.
                                    INDEMNITY

      8.1.   PHARMION INDEMNITY OBLIGATIONS. Pharmion shall defend, indemnify and
hold Celgene, its Affiliates and their respective employees, officers,
directors, counsel and agents harmless from all claims, losses, damages or
expenses (including, without limitation, reasonable attorneys' fees and expenses
and costs of investigation) arising as a result of: (a) the breach by Pharmion
of any covenant, representation or warranty contained in this Agreement; (b)
actual or asserted violations of any applicable law or regulation by Pharmion,
its Affiliates or Recognized Agents by virtue of which any Product distributed,
marketed or sold shall be alleged or determined to be adulterated, misbranded,
mislabeled or otherwise not in compliance with any applicable law or regulation;
(c) claims for bodily injury, death or property damage attributable to the
distribution, marketing or sale of the Product by Pharmion, its Affiliates or
Recognized Agents; (d) any negligent act or omission of Pharmion, its Affiliates
or Recognized Agents in the distribution, marketing and sale of any Product or
any other activity conducted by Pharmion, its Affiliates or Recognized Agents
under this Agreement which is the proximate cause of injury, death or property
damage to a third party; or (e) any failure of Pharmion to comply with any
recall of a Product marketed, distributed or sold by Pharmion, its Affiliates or
Recognized Agents that is ordered by a governmental agency or required by a
confirmed failure of such Product.

      8.2.   CELGENE INDEMNITY OBLIGATIONS. Celgene shall defend, indemnify and
hold Pharmion, its Affiliates and their respective employees, officers,
directors, counsel and agents harmless from all claims, losses, damages or
expenses (including, without limitation, reasonable attorneys' fees and
expenses, and costs of investigation) arising as a result of: (a) the breach by
Celgene of any covenant, representation or warranty contained in this Agreement;
(b) actual or asserted violations of any applicable law or regulation by Celgene
or its Affiliates by virtue of which any Product manufactured, distributed,
marketed or sold shall be alleged or determined to be adulterated, misbranded,
mislabeled or otherwise not in compliance with any applicable law or regulation;
(c) claims for bodily injury, death or property damage attributable to the
manufacture, distribution, marketing or sale of the Product by Celgene or its
Affiliates; (d) any negligent act or omission of Celgene (or any Affiliate or
sublicensee thereof) in the manufacture, distribution, marketing or sale of any
Product or any other activity conducted by Celgene or its Affiliates under this
Agreement which is the proximate cause of injury, death or property damage to a
third party; or (e) any failure of Celgene to comply with any recall of a
Product manufactured, distributed, marketed or sold by Celgene or its Affiliates
that is ordered by a governmental agency or required by a confirmed failure of
such Product.

      8.3.   PROCEDURE. A party or any of its Affiliates or their respective
employees or agents (the "Indemnitee") that intends to claim indemnification
under this

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<PAGE>

Article 8 shall promptly notify the other party (the "Indemnitor") of
any loss, claim, damage, liability or action in respect of which the Indemnitee
intends to claim such indemnification, and the Indemnitor shall assume the
defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an Indemnitee shall have the right to retain its own counsel, with
the fees and expenses to be paid by the Indemnitor, if representation of such
Indemnitee by the counsel retained by the Indemnitor would be inappropriate due
to actual or potential differing interests between such Indemnitee and any other
party represented by such counsel in such proceedings. The indemnity agreement
in this Article 8 shall not apply to amounts paid in settlement of any loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Indemnitor, which consent shall not be withheld or delayed
unreasonably. The Indemnitor may not settle, or otherwise consent to an adverse
judgment with respect to, any loss, claim, liability or action without the
consent of the Indemnitee, which consent shall not be withheld or delayed
unreasonably. The failure to deliver notice to the Indemnitor within a
reasonable time after the commencement of any such action, if prejudicial to its
ability to defend such action, shall relieve such Indemnitor of any liability to
the Indemnitee under this Article 8 to the extent of such prejudice, but the
omission so to deliver notice to the Indemnitor will not relieve it of any
liability that it may have to any Indemnitee otherwise than under this Article
8. The Indemnitee, its employees and agents, shall cooperate fully with the
Indemnitor and its legal representatives in the investigation of any action,
claim or liability covered by this indemnification. In the event that each party
claims indemnity from the other and one party is finally held liable to
indemnify the other, the Indemnitor shall additionally be liable to pay the
reasonable legal costs and attorneys' fees incurred by the Indemnitee in
establishing its claim for indemnity.

      8.4.   INSURANCE.

            (a) Pharmion shall purchase and maintain in effect at its own
expense, throughout the term of this Agreement, general liabilities insurance
with limits of not less than U.S.$10,000,000 per occurrence and U.S.$50,000,000
in the aggregate. Such policy shall cover Celgene as an additional insured with
respect to liability arising out of Pharmion's activities with respect to the
Products, and shall provide that the issuer of such policy shall be required to
give Celgene and Pharmion not less than 30 days written notice prior to the
cancellation of the policy or policies. Upon Celgene's request, a memorandum
certificate of the aforementioned insurance policy or policies shall be
deposited with Celgene; provided, however, that failure of Celgene to make such
a request shall in no way be construed in such a way as to relieve Pharmion from
its obligation to procure such insurance coverage. Prior to expiration and/or
cancellation of the aforementioned policy or policies, Pharmion shall promptly
secure replacement of such insurance coverage upon the same terms and conditions
and furnish Celgene with a memorandum certificate as heretofore described.

            (b) Celgene shall purchase and maintain in effect at its own
expense, throughout the term of this Agreement, general liabilities insurance
with limits of not less than U.S.$10,000,000 per occurrence and U.S.$50,000,000
in the aggregate.

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<PAGE>

Such policy shall cover Pharmion as an additional insured with respect to
liability arising out of Celgene's activities with respect to the Products, and
shall provide that the issuer of such policy shall be required to give Pharmion
and Celgene not less than 30 days written notice prior to the cancellation of
the policy or policies. Upon Pharmion's request, a memorandum certificate of the
aforementioned insurance policy or policies shall be deposited with Pharmion;
provided, however, that failure of Pharmion to make such a request shall in no
way be construed in such a way as to relieve Celgene from its obligation to
procure such insurance coverage. Prior to expiration and/or cancellation of the
aforementioned policy or policies, Celgene shall promptly secure replacement of
such insurance coverage upon the same terms and conditions and furnish Pharmion
with a memorandum certificate as heretofore described.

                                  ARTICLE IX.
                              TERM AND TERMINATION

      9.1.   TERM. Unless sooner terminated pursuant to this Article 9, this
Agreement shall expire on the 10-year anniversary of the date of Regulatory
Approval in the United Kingdom. The term shall be extended thereafter for
additional successive two-year periods, unless and until either party notifies
the other party, in writing, of its intention to cancel such extension as of the
end of the then current term; PROVIDED, that, any such non-extension notice
shall be given not less than 180 days prior to the end of the then current term.

      9.2.   EXISTING OBLIGATIONS. Termination pursuant to Section 9.1 of this
Agreement for any reason shall not relieve the Parties of any obligation
accruing prior to such expiration or termination and any obligation under this
Agreement which, pursuant to the express terms hereof, survives such
termination.

       9.3.   TERMINATION BY EITHER PARTY.

            (a) Celgene or Pharmion may terminate this Agreement on 60 days
prior written notice to the other party following (i) a material breach by the
other party of any covenant, duty or undertaking herein, or in the letter
agreement of even date entered into among Pharmion, Guarantor and Celgene (the
"Letter Agreement"), which is not cured within 60 days of written notice
thereof; or (ii) if the other party shall become insolvent or shall file or have
filed by its creditors a petition in bankruptcy or similar proceeding, if a
court of competent jurisdiction appoints a receiver over the business or assets
of the other party, or the making by the party of a general assignment for the
benefit of creditors.

             (b) In addition, Celgene may terminate this Agreement on 30 days
prior written notice to Pharmion following (i) Pharmion's failure to apply for
UK Regulatory Approval, which application may be to the EMEA, within twelve (12)
months after the date of this Agreement or Pharmion's failure to obtain
Regulatory Approval in the United Kingdom within three (3) years after the date
of this Agreement, (ii) Pharmion's failure to pay Celgene any amount hereunder
when due, unless Pharmion is

                                        15

<PAGE>

disputing such payment in good faith or otherwise cures such default within 30
days of Celgene's delivery of the notice, (iii) Pharmion's discontinuance of the
active conduct of its business for a period in excess of 30 days, (iv)
Pharmion's failure to commence a market launch of the Products within the United
Kingdom within three months after receipt of UK Regulatory Approval, or (v) any
change in control of Pharmion that Celgene does not consent to, such consent not
be unreasonably withheld or delayed. For purposes of the preceding clause (v), a
"change in control" shall be deemed to occur upon (A) the acquisition by any
Scheduled Entity (as hereinafter defined) of 50% or more of Pharmion's voting
shares, (B) directors elected to the Board of Directors of Pharmion over any
24-month period nominated by any Scheduled Entity representing 30% or more of
the total number of directors constituting the Board at the beginning of the
period, (C) any merger, consolidation or other corporate combination upon the
completion of which shares of any Scheduled Entity outstanding prior to such
transaction represent more than 50% of the combined voting power of the
resulting entity, or (D) the sale of all or substantially all of the assets of
Pharmion to any Scheduled Entity. For purposes of this Agreement, the term
"Scheduled Entity" means (i) any of the entities listed on Exhibit C to this
Agreement, (ii) any entity which Celgene at any time, and from time to time,
during the term of this Agreement, shall add to the entities listed on Exhibit
C, if, at any time within five (5) years prior to the date Celgene adds such
entity to the list on Exhibit C, (A) Celgene has been in litigation or
arbitration proceedings with such entity, (B) such entity has, in writing,
threatened Celgene, or been threatened by Celgene, with litigation or
arbitration proceedings, or (C) s