PHARMION CORP
AMENDED/RESTATED EMPLOYMENT AGREEMENT- J HEMBERGER
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>d15542exv10w2.txt
<DESCRIPTION>AMENDED/RESTATED EMPLOYMENT AGREEMENT- J HEMBERGER
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                                   MARCH, 2004

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "AGREEMENT") is
made as of this 1st day of March, 2004 by and between PHARMION CORPORATION, with
principal offices at 2525 28th Street, Boulder, Colorado (the "COMPANY"), and
Judith A. Hemberger of 2122 Uplands Circle, Estes Park, CO 80517 ("EXECUTIVE,"
and together with the Company, the "PARTIES").

         WHEREAS, the Executive is currently in the employ of the Company on the
terms and subject to the conditions as originally set forth between them;

         WHEREAS, as a condition of the Executive's employment with the Company,
on or about January 1, 2000, the Executive executed that certain Confidential
Information and Invention Assignment Agreement (the "Confidentiality
Agreement");

         WHEREAS, the Company and the Executive have agreed to certain revisions
in the terms of the Original Agreement and wish to amend and restate the
Original Agreement in its entirety as set forth below; and

         WHEREAS, except as expressly set forth herein, the Parties intend that
this Amended and Restated Employment Agreement shall supersede and replace the
Original Agreement.

         NOW, THEREFORE, in consideration of the promises, mutual covenants, the
above recitals, and the agreements herein set forth, and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
Parties agree to the following amended and restated terms and conditions of
Executive's employment:

         1. EMPLOYMENT. The Company hereby agrees to employ Executive as Chief
Operating Officer, and Executive hereby accepts such employment upon the terms
and conditions set forth herein and agrees to perform duties as assigned by the
Company. Executive's employment as provided herein, shall be deemed to have
commenced, January 1, 2000 ("EFFECTIVE DATE"), and shall continue until
terminated pursuant to the provisions of Section 9 below.

         2. AT-WILL EMPLOYMENT. IT IS UNDERSTOOD AND AGREED BY THE COMPANY AND
EXECUTIVE THAT THIS AGREEMENT DOES NOT CONTAIN ANY PROMISE OR REPRESENTATION
CONCERNING THE DURATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY. EXECUTIVE
SPECIFICALLY ACKNOWLEDGES THAT HIS/HER EMPLOYMENT WITH THE COMPANY IS AT-WILL
AND MAY BE ALTERED OR TERMINATED BY EITHER EXECUTIVE OR THE COMPANY AT ANY TIME,
WITH OR WITHOUT CAUSE AND/OR WITH OR WITHOUT NOTICE. EXECUTIVE ACKNOWLEDGES THAT
THE COMPANY'S ONLY OBLIGATIONS, IF ANY, UPON TERMINATION OF EXECUTIVE'S
EMPLOYMENT ARE SET FORTH IN SECTION 10 BELOW, WHICH SECTION DOES NOT ALTER THE
AT-WILL NATURE OF EXECUTIVE'S EMPLOYMENT. THE NATURE, TERMS OR CONDITIONS OF
EXECUTIVE'S



Amended and Restated Employment Agreement
Hemberger, Judith
March 2004
<PAGE>

EMPLOYMENT WITH THE COMPANY CANNOT BE CHANGED BY ANY ORAL REPRESENTATION,
CUSTOM, HABIT OR PRACTICE, OR ANY OTHER WRITING EXCEPT AS PROVIDED FOR IN THE
FINAL SENTENCE OF THIS SECTION 2. IN ADDITION, THAT THE RATE OF SALARY OR OTHER
COMPENSATION IS STATED IN UNITS OF YEARS OR MONTHS DOES NOT ALTER THE AT-WILL
NATURE OF THE EMPLOYMENT, AND DOES NOT MEAN AND SHOULD NOT BE INTERPRETED TO
MEAN THAT EXECUTIVE IS GUARANTEED EMPLOYMENT TO THE END OF ANY PERIOD OF TIME OR
FOR ANY PERIOD OF TIME. IN THE EVENT OF CONFLICT BETWEEN THIS DISCLAIMER AND ANY
OTHER STATEMENT, ORAL OR WRITTEN, PRESENT OR FUTURE, CONCERNING TERMS AND
CONDITIONS OF EMPLOYMENT, THE AT-WILL RELATIONSHIP CONFIRMED BY THIS DISCLAIMER
SHALL CONTROL. THIS AT-WILL STATUS CANNOT BE ALTERED EXCEPT IN WRITING SIGNED BY
EXECUTIVE AND THE COMPANY, WITH EXPLICIT APPROVAL OF THE BOARD OF DIRECTORS.

         3. DUTIES. Executive shall render exclusive, full-time services (except
if and to the extent otherwise agreed to in advance by the Company's CEO) to the
Company as its Chief Operating Officer. Executive shall render such services
diligently. At the outset of employment with the Company, Executive shall report
to the Company's Chief Executive Officer, who is now Patrick Mahaffy. Executive
shall perform services under this Agreement at the Boulder, Colorado office of
the Company, from such other locations as directed by the Company, and from
locations necessary to perform the duties of Chief Operating Officer under this
Agreement. Executive's responsibilities, title, working conditions, location,
duties and/or any other aspect of Executive's employment may be changed, added
to or eliminated during Executive's employment at the sole discretion of the
Company. While employed by the Company under this Agreement, Executive shall
devote his/her time, skill and attention to the performance of his/her duties on
behalf of the Company.

         4. POLICIES AND PROCEDURES. Executive agrees that he/she is subject to
and will comply with the policies and procedures of the Company, as such
policies and procedures may be modified, added to or eliminated from time to
time at the sole discretion of the Company, except to the extent any such policy
or procedure specifically conflicts with the express terms of this Agreement.
Executive further agrees and acknowledges that any written or oral policies and
procedures of the Company do not constitute contracts between the Company and
Executive.

         5. COMPENSATION.

                  (a) BASE SALARY. For services rendered under this Agreement,
the Company agrees to pay to Executive, and Executive agrees to accept a salary
of $ 335,000.00 per annum ("Base Salary"). Such Base Salary shall be payable in
installments in accordance with the Company's normal payroll practices and shall
be subject to such deductions or withholdings as the Company is required to make
pursuant to law, or by further agreement with Executive. Executive's Base Salary
will be reviewed annually by the Company's Board of Directors beginning March 1,
2005, and may be adjusted from time to time as the Board, in its sole
discretion, deems appropriate.



Amended and Restated Employment Agreement
Hemberger, Judith
March 2004
                                       2
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                  (b) BONUS. Executive will be eligible to participate in a
bonus plan pursuant to which he/she may be entitled to receive an annual bonus,
of which the percentage is to be determined by the Board of Directors, of
his/her Base Salary based upon the achievement by Executive and the Company of
certain milestones as determined solely in the discretion of the Company's Board
of Directors.

         6. RELOCATION EXPENSES. N/A

         7. OTHER BENEFITS. While employed by the Company as provided herein:

                  (a) EMPLOYEE BENEFITS. Executive shall be entitled to
participate in the Company's various employee benefit plans as such plans are
established pursuant to the terms and conditions of such plans. Currently, the
Company has adopted the following plans: Group health, vision and dental
insurance plan; short and long term disability plan; life insurance plan; and
401(k) plan. The Company reserves the right to alter, amend and/or terminate the
benefits provided to Executive from time to time at the Company's sole
discretion, and nothing in this Section shall require that the Company adopt,
amend, maintain or terminate any employee benefit plan.

                  (b) EXPENSE REIMBURSEMENT. Executive shall receive, against
presentation of proper receipts and vouchers, reimbursement for direct and
reasonable out-of-pocket expenses incurred in connection with the performance of
his/her duties hereunder, according to the policies of the Company.

                  (c) PAID VACATION TIME. Executive shall be entitled to 4 weeks
paid vacation time per year in accordance with the Company's vacation time
policy.

         8. CONFIDENTIAL INFORMATION AND OTHER OBLIGATIONS. Executive
understands, acknowledges and agrees that notwithstanding the fact that this
Agreement supersedes and replaces the Original Agreement, he/she continues to be
bound by the terms and conditions of the Confidentiality Agreement and agrees to
comply in all respects with his/her obligations under the Confidentiality
Agreement.

         9. TERMINATION. Executive's employment hereunder may be terminated
without any breach of this Agreement under the following circumstances (each, a
"Termination"):

                  (a) TERMINATION UPON EXECUTIVE'S DEATH. This Agreement shall
terminate upon the death of Executive.

                  (b) TERMINATION UPON EXECUTIVE'S DISABILITY. Subject to any
applicable state or federal law or regulation governing employees with
disabilities, the Company may terminate this Agreement upon the Disability of
Executive. For purposes of this Agreement, "Disability" shall mean that
Executive, due to illness, accident, or other physical or mental incapacity, has
been substantially unable to perform the duties required of him/her under this
Agreement, either with or without reasonable assistance, for a continuous period
of more than three months.



Amended and Restated Employment Agreement
Hemberger, Judith
March 2004
                                       3
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                  (c) TERMINATION BY THE COMPANY FOR JUST CAUSE. The Company may
terminate Executive's employment under this Agreement for Just Cause. For
purposes of this Agreement, "Just Cause" for termination shall mean that the
Company, acting in good faith based upon the information then known to it,
determines that:

                           (i) Executive has committed or engaged in negligent
or willful conduct that is likely to be detrimental to the Company;

                           (ii) Executive has engaged in acts which constitute
theft, fraud, or other illegal or dishonest conduct;

                           (iii) Executive has willfully disobeyed the
reasonable and lawful directives of the Company's Chief Executive Officer, or
Board of Directors;

                           (iv) Executive has refused or is unwilling to perform
his/her job duties;

                           (v) Executive has failed adequately to perform
his/her job duties (provided, however, that the Company shall first provide
Executive with written notice of the deficiencies in his/her performance and
Executive shall be given 45 days to remedy such deficiencies);

                           (vi) Executive has demonstrated habitual absenteeism;

                           (vii) Executive is substantially dependent on alcohol
or any controlled substance or violates any general Company policy with regard
to alcohol or controlled substances;

                           (viii) Executive has engaged in acts which constitute
sexual or other forms of illegal harassment or discrimination;

                           (ix) Executive makes public remarks that disparage
the Company, its Board of Directors, officers, directors, advisors, executives,
affiliates or subsidiaries;

                           (x) Executive violates his/her fiduciary duty to the
Company, or his/her duty of loyalty to the Company; or

                           (xi) Executive breaches any term of this Agreement or
the Confidentiality Agreement.

         The Parties acknowledge that this definition of "Just Cause" in not
intended and does not apply to any aspect of the relationship between the
Company and any of its employees, including Executive, beyond determining
Executive's eligibility for severance pay pursuant to Section 10 below.



Amended and Restated Employment Agreement
Hemberger, Judith
March 2004
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                  (d) TERMINATION BY THE COMPANY WITHOUT JUST CAUSE. The Company
may terminate Executive's employment without Just Cause upon written notice to
Executive.

                  (e) TERMINATION BY EXECUTIVE FOR GOOD REASON. Upon written
notice to the Company, Executive may terminate his/her employment under this
Agreement for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean:

                           (i) The Company becoming insolvent, as evidenced by
its inability to meet its obligations in the ordinary course of business;

                           (ii) A reduction in Executive's Base Salary of more
than 10% per year, without Executive's consent;

                           (iii) Executive being required to relocate his/her
residence further than 45 miles from the Company's office, without Executive's
consent; or

                           (iv) A material reduction in the scope of Executive's
duties or a material change in the content of Executive's duties.

         Executive must provide the Company with written notice of his/her
decision to terminate his/her employment for Good Reason pursuant to this
Section 9(e) no later than 90 days following the receipt of a notice from the
Company that an act or event constituting Good Reason has occurred.

                  (f) TERMINATION BY EXECUTIVE FOR OTHER THAN GOOD REASON.
Executive may terminate his/her employment under this Agreement other than for
Good Reason upon 30 days' advance written notice to the Company.

         10. COMPENSATION AND OTHER BENEFITS UPON TERMINATION. Executive shall
be entitled to the following compensation and benefits upon Termination:

                  (a) TERMINATION AS A RESULT OF EXECUTIVE'S DEATH OR
DISABILITY. Upon Termination pursuant to Section 9(a) [termination as a result
of Executive's death], or Section 9(b) [termination as a result of Executive's
Disability], Executive shall be entitled to receive any Base Salary and prorated
bonus earned but unpaid as of the date of Termination, accrued but unused
vacation benefits as of the date of Termination pursuant to the Company's
vacation policy, and any business expenses that were incurred but not reimbursed
as of the date of Termination.

                  (b) TERMINATION BY THE COMPANY FOR JUST CAUSE; TERMINATION BY
EXECUTIVE FOR OTHER THAN GOOD REASON. Upon Termination pursuant Section 9(c)
[termination by the Company for Just Cause] or Section 9(f) [termination by
Executive for other than Good Reason], Executive shall be entitled to receive
any Base Salary earned but unpaid as of the date of Termination, accrued but
unused vacation benefits as of the date



Amended and Restated Employment Agreement
Hemberger, Judith
March 2004
                                       5
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of Termination pursuant to the Company's vacation policy, and any business
expenses that were incurred but not reimbursed as of the date of Termination.

                  (c) TERMINATION BY THE COMPANY WITHOUT JUST CAUSE, TERMINATION
BY EXECUTIVE FOR GOOD REASON. Upon Termination pursuant to Section 9(d)
[termination by the Company without Just Cause] or Section 9(e) [termination by
Executive for Good Reason], Executive shall be entitled to receive any Base
Salary earned but unpaid as of the date of Termination, accrued but unused
vacation benefits as of the date of Termination pursuant to the Company's
vacation policy, and any business expenses that were incurred but not reimbursed
as of the date of Termination. In addition, upon the execution by Executive and
delivery to the Company, a Severance Agreement and General Release of all claims
that Executive may have against the Company, its officers, directors, employees
and shareholders, in a form provided by and acceptable to the Company, Executive
shall be entitled to receive severance pay ("SEVERANCE PAY") made either in a
lump sum or in twenty-four equal monthly installments, in the Company's sole
discretion, equal to twenty-four (24) months' of Executive's Base Salary
(calculated at the same rate of Base Salary most recently applicable to
Executive immediately prior to the date of termination), and eighteen (18)
months COBRA benefit coverage for health, dental and vision insurance (at a
coverage level equal to or below elected coverage on the day before the
termination date). The Severance Pay shall be subject to such deductions or
withholdings as the Company is required to make pursuant to law. Executive shall
not be entitled to receive any Severance Pay from the Company until Executive's
general release of claims has become effective pursuant to its terms.

                  (d) TERMINATION AFTER CHANGE IN CONTROL. Upon a Termination
pursuant to Section 9(d) [termination by the Company without Just Cause] or
Section 9(e) [termination by Executive for Good Reason] occurring on or within
twenty-four (24) months after a Change in Control (as defined below), (i) the
vesting and exercisability of all of Executive's stock options and other
equity-based awards will be accelerated in full so that all such stock options
will be immediately exercisable for fully vested stock and any other stock
awards will be fully vested as of the date of such Termination, and (ii)
Executive's stock options will remain exercisable in accordance with the plan
document. For purposes of this Agreement, "Change of Control" shall mean (1) a
sale of all or substantially all the assets of the Company; (2) a merger into or
consolidation of the Company with any other corporation, except any such merger
or consolidation involving the Company or a subsidiary of the Company in which
the holders of capital stock of the Company immediately prior to such merger or
consolidation continue to hold immediately following such merger or
consolidation at least 50% by voting power of the capital stock of (a) the
surviving or resulting corporation or (b) if the surviving or resulting
corporation is a wholly owned subsidiary of another corporation immediately
following such merger or consolidation, the parent corporation of such surviving
or resulting corporation, (3) the acquisition by any person, entity or group
within the meaning of Section 13(d) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or any comparable successor provisions
(excluding any employee benefit plan, or related trust, sponsored or maintained
by the Company or any parent or subsidiary corporation of the Company) of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors, or (4) individuals who, on the date of
execution of this Agreement, are



Amended and Restated Employment Agreement
Hemberger, Judith
March 2004
                                       6
<PAGE>

members of the Company's Board of Directors (the "Incumbent Board"), cease for
any reason to constitute at least a majority of the members of the Board of
Directors; provided, however, that if the appointment or election (or nomination
for election) of any new Board of Directors member was approved or recommended
by a majority vote of the members of the Incumbent Board then still in office,
such new member shall, for purposes of this Agreement, be considered as a member
of the Incumbent Board.

                  (e) PARACHUTE PAYMENT GROSS-UP. If any payment or benefit
Executive would receive from the Company or otherwise would constitute a
parachute payment that would subject Executive to an excise tax ("Excise Tax")
under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code")
(or any successor provision), Executive shall be entitled to receive an
additional lump sum payment in cash (the "Tax Gross-Up"), subject to mandatory
tax withholding, which, when added to all payments and benefits allocable to
Executive that constitute parachute payments, provides Executive with the same
after-tax compensation that he would have received from such parachute payments
had none of such compensation constituted a parachute payment. The amount of any
such Tax Gross-Up to which Executive becomes entitled under this paragraph will
be determined pursuant to the following formula:

                  X = Y divided by (1 - (A + B + C)), where

                  X is the total dollar amount of the Tax Gross-Up payable to
                  Executive;

                  Y is the total Excise Tax imposed on Executive;

                  A is the Excise Tax rate applicable to Executive's parachute
                  payments;

                  B is the highest combined marginal federal income and
                  applicable state income tax rate in effect for Executive,
                  after taking into account the deductibility of state income
                  taxes against federal income taxes to the extent allowable,
                  for the calendar year in which the Tax Gross-Up is paid; and

                  C is the applicable Hospital Insurance (Medicare) Tax Rate in
                  effect for Executive with respect to the Tax Gross-Up payment
                  for the calendar year in which the Tax Gross-Up is paid;

provided if there is a change in the tax laws after the date hereof that would
render the amount determined above insufficient to fully reimburse Executive on
an after-tax basis for the amount of any Excise Tax, Executive shall be entitled
to such additional amount as may be necessary to provide him/her with such
reimbursement.

         Within ninety (90) days after a determination is made by the Internal
Revenue Service or Executive's tax advisor that an item of compensation or
benefit payable hereunder constitutes a parachute payment under Code Section
280G for which Executive is liable for an Excise Tax, Executive shall identify
the nature of the payment to the Company and submit to the Company the
calculation of the Excise Tax attributable to that payment and the Tax Gross-Up
to which Executive is entitled with respect to such tax liability. The Company
will pay such Tax Gross-Up



Amended and Restated Employment Agreement
Hemberger, Judith
March 2004
                                       7
<PAGE>

to Executive (net of all applicable withholding taxes, including any taxes
required to be withheld under Code Section 4999) within ten (10) business days
after Executive's submission of the calculation of such Excise Tax and the
resulting Tax Gross-Up, provided such calculations represent a reasonable
interpretation of the applicable law and regulations.

         In the event that Executive's actual Excise Tax liability is determined
by a Final Determination to be greater than the Excise Tax liability previously
taken into account for purposes of the Tax Gross-Up paid to Executive pursuant
to this Section 10(e), then within ninety (90) days following the Final
Determination, Executive shall submit to the Company a new Excise Tax
calculation based upon the Final Determination. Within ten (10) business days
after receipt of such calculation, the Company shall pay Executive the
additional Tax Gross-Up attributable to such excess Excise Tax liability.

         In the event that Executive's actual Excise Tax liability is determined
by a Final Determination to be less than the Excise Tax liability previously
taken into account for purposes of the Tax Gross-Up paid to Executive pursuant
to this Section 10(e), then Executive shall refund to the Company, promptly upon
receipt, any federal or state tax refund attributable to the Excise Tax
overpayment.

         For purposes of this Section 10(e), a "Final Determination" means an
audit adjustment by the Internal Revenue Service that is either (i) agreed to by
both Executive (or his estate) and the Company (such agreement by the Company to
be not unreasonably withheld) or (ii) sustained by a court of competent
jurisdiction in a decision with which Executive and the Company concur (such
concurrence by the Company to be not unreasonably withheld) or with respect to
which the period within which an appeal may be filed has lapsed without a notice
of appeal being filed.

         11. RESTRICTIVE COVENANT; NON-COMPETE. Executive acknowledges and
agrees that the agreements and covenants contained in this Section 11 are (i)
reasonable and valid in geographical and temporal scope and in all other
respects, and (ii) essential to protect the value of the Company's business and
assets, and by his employment with the Company, Executive will obtain knowledge,
contacts, know-how, training and experience and there is a substantial
probability that such knowledge, know-how, contacts, training and experience
could be used to the substantial advantage of a competitor of the Company and to
the Company's substantial detriment. For purposes of this Section 11, references
to the Company shall be deemed to include its subsidiaries.

                  (a) NON-COMPETE. Executive covenants and agrees that during
Executive's employment with the Company (the "Employment Period") and for a
period extending to the first anniversary of Executive's Termination for any
reason or for no reason (the "Restricted Period"), with respect to any state or
foreign country in which the Company is engaged in business at the time of such
Termination, Executive shall not, directly or indirectly, individually or
jointly, own any interest in, operate, join, control or participate as a
partner, director, principal, officer, or agent of, enter into the employment
of, act as a consultant to, or perform any services for any entity which
competes to a material extent with the business activities in which the Company
is engaged at the time of such termination or in which business activities the
Company has documented plans to become engaged in and as to which Executive has
knowledge at the time of Termination, or any



Amended and Restated Employment Agreement
Hemberger, Judith
March 2004
                                       8
<PAGE>

entity in which any such relationship with Executive would result in the
inevitable use or disclosure of Confidential Information (as defined in the
Confidentiality Agreement). Notwithstanding anything herein to the contrary,
this Section 11(a) shall not prevent Executive from acquiring as an investment
securities representing not more than one percent (1%) of the outstanding voting
securities of any publicly-held corporation.

                  (b) EXTENSION. If Executive violates the provisions of Section
11(a) above, Executive shall continue to be bound by the restrictions set forth
in Section 11(a) until a period of one year has expired without any violation of
such provisions.

                  (c) BLUE PENCIL. If any court of competent jurisdiction shall
at any time deem the duration or the geographic scope of any of the provisions
of this Section 11 unenforceable, the other provisions of this Section 11 shall
nevertheless stand and the duration and/or geographic scope set forth herein
shall be deemed to be the longest period and/or greatest size permissible by law
under the circumstances, and the parties hereto agree that such court shall
reduce the time period and/or geographic scope to permissible duration or size.

         12. MISCELLANEOUS.

                  (a) TAXES. Executive acknowledges that the Company will
withhold all taxes required by law with respect to any and all compensation or
benefits provided by the Company pursuant to this Agreement. Executive
acknowledges that the Company has not made, nor herein makes, any representation
about the tax consequences of any consideration provided by the Company to
Executive pursuant to this Agreement, except as expressly provided herein.

                  (b) MODIFICATION/WAIVER. This Agreement may not be amended,
modified, superseded, canceled, renewed or expanded, or any terms or covenants
hereof waived, except by a writing executed by each of the Parties hereto or, in
the case of a waiver, by the party waiving compliance. Failure of any party at
any time or times to require performance of any provision hereof shall in no
manner affect their or its right at a later time to enforce the same. No waiver
by a party of a breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances shall be deemed to
be or construed as a further or continuing waiver of agreement contained in the
Agreement.

                  (c) SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of any successor or assignee of the business
of the Company. This Agreement shall not be assignable by the Executive.

                  (d) NOTICES. All notices given hereunder shall be given by
certified mail, addressed, or delivered by hand, to the other party at his/her
or its address as set forth herein, or at any other address hereafter furnished
by notice given in like manner. Executive promptly shall notify Company of any
change in Executive's address. Each notice shall be dated the date of its
mailing or delivery and shall be deemed given, delivered or completed on such
date.

                  (e) GOVERNING LAW; PERSONAL JURISDICTION AND VENUE. This
Agreement and all disputes relating to this Agreement shall be governed in all
respects by the laws



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Hemberger, Judith
March 2004
                                       9
<PAGE>

of the State of Colorado. The Parties acknowledge that this Agreement
constitutes the minimum contacts to establish personal jurisdiction in Colorado
and agree to Colorado courts' exercise of personal jurisdiction. The Parties
further agree that if they are unable to reach an agreement concerning the
nature and terms of alternative dispute resolution, any disputes relating to
this Agreement shall be brought in the District Court of the 20th Judicial
District, Boulder, Colorado, and they hereby consent to the jurisdiction of such
Court.

                  (f) ENTIRE AGREEMENT. This Agreement together with the
Confidentiality Agreement, set forth the entire agreement and understanding of
the Parties hereto with regard to the employment of Executive by the Company and
supersedes any and all prior agreements, arrangements and understandings,
written or oral, pertaining to the subject matter hereof. No representation,
promise or inducement relating to the subject matter hereof has been made to a
party that is not embodied in this Agreement or the Confidentiality Agreement,
and no party shall be bound by or liable for any alleged representation, promise
or inducement not so set forth.

                            [Signature Page Follows]





Amended and Restated Employment Agreement
Hemberger, Judith
March 2004
                                       10
<PAGE>

          IN WITNESS WHEREOF, the Parties have each duly executed this Amended
and Restated Employment Agreement as of the day and year first above written.

                                    PHARMION CORPORATION


                                    --------------------------------------------
                                    By: Patrick Mahaffy
                                    Its: Chief Executive Officer

                                    EXECUTIVE


                                    --------------------------------------------
                                    Judith A. Hemberger



Amended and Restated Employment Agreement
Hemberger, Judith
March 2004
                                       11


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