1203866--2/29/2008--PHARMION

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{stock, price, operating}

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{property, intellectual, protect}

{acquisition, growth, future}

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Satisfying closing conditions may delay or prevent completion of the Merger or affect the combined company in an adverse manner. The value of the shares of Celgene common stock that Pharmion stockholders will receive in the Merger could vary as a result of fluctuations in the price of Celgene common stock. The market price for Celgene common stock may be affected by factors different from those affecting the market price for our common stock. The market price of Celgene common stock may decline as a result of the Merger. The Merger Agreement limits our ability to pursue alternatives to the Merger. We are subject to certain restrictions on the conduct of our business under the terms of the Merger Agreement. Risks Related to Our Business We have a history of net losses, and may not maintain profitability in the future. We depend heavily on our two commercial products, Vidaza and Thalidomide Pharmion, to generate revenues. Failure to achieve our sales targets or raise additional funds in the future may require us to delay, reduce the scope of, or eliminate one or more of our planned activities. We may not receive regulatory approvals for our product candidates, or approvals may be delayed. We depend on contract research organizations and our results of clinical trials are uncertain and may not support continued development of a product pipeline, which would adversely affect our business prospects. We face intense competition, which may result in others commercializing competing products before or more successfully than we do. Adverse reactions or side effects of the products we sell may occur that could result in additional regulatory controls, product withdrawals, adverse publicity and reduced sales. If the third party manufacturers upon whom we rely fail to produce our products in the volumes that we require on a timely basis, or to comply with stringent regulations applicable to pharmaceutical drug manufacturers, we may face delays in the commercialization of, or be unable to meet demand for, our products and may lose potential revenues. If we breach any of the agreements under which we license commercialization rights to products or technology from others, we could lose license rights that are important to our business. The timing of customer purchases and the resulting product shipments have a significant impact on the amount of product sales that we recognize in a particular period. Our effective tax rate has, and likely will continue to, vary significantly from period to period. Increases in our effective tax rate would have a negative effect on our results of operations. If product liability lawsuits are brought against us, we may incur substantial liabilities for which we may not be able to obtain sufficient product liability insurance on commercially reasonable terms. We may not be able to manage our business effectively if we are unable to attract and retain key personnel. We have limited patent protection for our current products, and we may not be able to obtain, maintain and protect proprietary rights necessary for the development and commercialization of our products or product candidates. Our business is subject to economic, political, regulatory and other risks associated with international sales and operations. Our ability to generate sales from our products will depend on reimbursement and drug pricing policies and regulations. If our promotional activities fail to comply with applicable laws and regulations, we may be subject to warnings or enforcement action that could harm our business. We are subject to numerous complex regulatory requirements and failure to comply with these regulations, or the cost of compliance with these regulations, may harm our business. Our certificate of incorporation, our bylaws, Delaware law, our employment agreements with members of our senior management and our stock option plans contain provisions that could discourage, delay or prevent a change in control or management of Pharmion. Our stock price has been and may continue to be volatile and your investment in our common stock could suffer a decline in value.

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1203866--2/29/2008--PHARMION_CORP