===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 1 OF 11 PAGES
===================== ===================
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Pharmion Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
71715B409
--------------------------------------------------------------------------------
(CUSIP Number)
Louis S. Citron, Esq.
New Enterprise Associates
1119 St. Paul Street, Baltimore, MD 21202
(410)246-2927
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 2007
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
================================================================================
===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 2 OF 11 PAGES
===================== ===================
Schedule 13D
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, $.001 par value (the "Shares")
of Pharmion Corporation (the "Issuer") having its principal executive office at
2525 28th Street, Boulder, Colorado 80301.
Item 2. Identity and Background.
-----------------------
This statement is being filed by New Enterprise Associates 10, Limited
Partnership ("NEA 10"), NEA Partners 10, Limited Partnership ("NEA Partners
10"), which is the sole general partner of NEA 10, and, Stewart Alsop II,
("Alsop"), Michael James Barrett ("Barrett"), Peter J. Barris ("Barris"), C.
Richard Kramlich ("Kramlich"), Peter T. Morris ("Morris"), Charles W. Newhall
III ("Newhall"), Mark W. Perry ("Perry"), Scott D. Sandell ("Sandell") and
Eugene A. Trainor III ("Trainor"), (collectively, the "General Partners"). The
General Partners are the individual general partners of NEA Partners 10. NEA 10,
NEA Partners 10 and the General Partners are sometimes referred to collectively
herein as the "Reporting Persons."
The address of the principal business office of NEA 10, NEA Partners 10,
Barrett, Barris, Newhall and Trainor is New Enterprise Associates, 1119 St. Paul
Street, Baltimore, MD 21202. The address of the principal business office of
Alsop, Kramlich, Morris, Perry and Sandell is New Enterprise Associates, 2490
Sand Hill Road, Menlo Park, California 94025.
The principal business of NEA 10 is to invest in and assist growth-oriented
businesses located principally in the United States. The principal business of
NEA Partners 10 is to act as the sole general partner of NEA 10. The principal
business of each of the General Partners is to act as a general partner of NEA
Partners 10 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting
Persons has been convicted in a criminal proceeding or has been a party to a
civil proceeding ending in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Each of NEA 10 and NEA Partners 10 is a limited partnership organized under
the laws of the State of Delaware. Each of the General Partners is a United
States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction.
----------------------
Not applicable.
Item 5. Interest in Securities of the Issuer.
------------------------------------
As of December 11, 2007, each Reporting Person has ceased to own
beneficially five percent (5%) or more of the Issuer's outstanding Common Stock.
Page 2 of 11 pages
===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 3 OF 11 PAGES
===================== ===================
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect
-------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Not applicable.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 - Agreement regarding filing of joint Schedule 13D.
Exhibit 2 - Powers of Attorney regarding Schedule 13D filings.
Page 3 of 11 pages
===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 4 OF 11 PAGES
===================== ===================
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: December __, 2007
NEW ENTERPRISE ASSOCIATES 10,
LIMITED PARTNERSHIP
By: NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner
By: *
------------------------------------
Eugene A. Trainor, III
General Partner
NEA PARTNERS 10, LIMITED PARTNERSHIP
By: *
------------------------------------
Eugene A. Trainor, III
General Partner
*
----------------------------------
Stewart Alsop II
*
----------------------------------
Michael James Barrett
*
----------------------------------
Peter J. Barris
*
----------------------------------
C. Richard Kramlich
*
----------------------------------
Peter T. Morris
*
----------------------------------
Charles W. Newhall III
Page 4 of 11 pages
===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 5 OF 11 PAGES
===================== ===================
*
----------------------------------
Mark W. Perry
*
----------------------------------
Scott D. Sandell
*
----------------------------------
Eugene A. Trainor III
By: */s/ Louis S. Citron
-----------------------------------
Louis S. Citron
As attorney-in-fact
This Schedule 13D was executed by Louis S. Citron pursuant to Powers of
Attorney, filed with the Securities and Exchange Commission on October 8, 2004,
and said Powers of Attorney is incorporated herein by reference, a copy of which
is attached as Exhibit 2.
Page 5 of 11 pages
===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 6 OF 11 PAGES
===================== ===================
EXHIBIT 1
---------
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D need be filed with respect to the ownership
by each of the undersigned of shares of stock of Pharmion Corporation.
EXECUTED this __th day of December, 2007.
NEW ENTERPRISE ASSOCIATES 10,
LIMITED PARTNERSHIP
By: NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner
By: *
------------------------------------
Eugene A. Trainor, III
General Partner
NEA PARTNERS 10, LIMITED PARTNERSHIP
By: *
------------------------------------
Eugene A. Trainor, III
General Partner
*
----------------------------------
Stewart Alsop II
*
----------------------------------
Michael James Barrett
*
----------------------------------
Peter J. Barris
*
----------------------------------
C. Richard Kramlich
*
----------------------------------
Peter T. Morris
Page 6 of 11 pages
===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 7 OF 11 PAGES
===================== ===================
*
----------------------------------
Charles W. Newhall III
*
----------------------------------
Mark W. Perry
*
----------------------------------
Scott D. Sandell
*
----------------------------------
Eugene A. Trainor III
*/s/ Louis S. Citron
-----------------------------------
Louis S. Citron
As attorney-in-fact
This Agreement to file Amendment No. 2 to Schedule 13D was executed by
Louis S. Citron on behalf of the individuals listed above pursuant to a Powers
of Attorney which was filed with the Securities and Exchange Commission on
October 8, 2004, and said Powers of Attorney is incorporated herein by
reference, a copy of which is attached as Exhibit 2.
Page 7 of 11 pages
===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 8 OF 11 PAGES
===================== ===================
EXHIBIT 2
---------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Nancy L. Dorman, Charles W. Newhall III,
Louis S. Citron and Eugene A. Trainor III, and each of them, with full power to
act without the others, his true and lawful attorney-in-fact, with full power of
substitution, to sign any and all instruments, certificates and documents that
may be necessary, desirable or appropriate to be executed on behalf of himself
as an individual or in his capacity as a general partner of any partnership,
pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any and all regulations promulgated thereunder, and to
file the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the By-laws of the
National Association of Securities Dealers, Inc., granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing necessary, desirable or appropriate, fully to all intents and purposes
as he might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st
day of January, 2001.
/s/ Stewart Alsop II
--------------------------------
Stewart Alsop II
/s/ Peter J. Barris
--------------------------------
Peter J. Barris
/s/ Nancy L. Dorman
--------------------------------
Nancy L. Dorman
/s/ Ronald Kase
--------------------------------
Ronald Kase
/s/ C. Richard Kramlich
--------------------------------
C. Richard Kramlich
/s/ Arthur J. Marks
--------------------------------
Arthur J. Marks
/s/ Thomas C. McConnell
--------------------------------
Thomas C. McConnell
/s/ Peter T. Morris
--------------------------------
Peter T. Morris
Page 8 of 11 pages
===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 9 OF 11 PAGES
===================== ===================
/s/ John M. Nehra
--------------------------------
John M. Nehra
/s/ Charles W. Newhall III
--------------------------------
Charles W. Newhall III
/s/ Mark W. Perry
--------------------------------
Mark W. Perry
/s/ Scott D. Sandell
--------------------------------
Scott D. Sandell
Page 9 of 11 pages
===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 10 OF 11 PAGES
===================== ===================
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Nancy L. Dorman, Charles W. Newhall III,
Louis S. Citron and Eugene A. Trainor III, and each of them, with full power to
act without the others, his true and lawful attorney-in-fact, with full power of
substitution, to sign any and all instruments, certificates and documents that
may be necessary, desirable or appropriate to be executed on behalf of himself
as an individual or in his capacity as a general partner of any partnership,
pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any and all regulations promulgated thereunder, and to
file the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the By-laws of the
National Association of Securities Dealers, Inc., granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing necessary, desirable or appropriate, fully to all intents and purposes
as he might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 19th
day of October, 2001.
/s/ Michael James Barrett
--------------------------------
Michael James Barrett
Page 10 of 11 pages
===================== ===================
CUSIP NO. 71715B 40 9 13D PAGE 11 OF 11 PAGES
===================== ===================
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Nancy L. Dorman, Charles W. Newhall III
and Louis S. Citron, and each of them, with full power to act without the
others, his true and lawful attorney-in-fact, with full power of substitution,
to sign any and all instruments, certificates and documents that may be
necessary, desirable or appropriate to be executed on behalf of himself as an
individual or in his capacity as a general partner of any partnership, pursuant
to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the By-laws of the
National Association of Securities Dealers, Inc., granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing necessary, desirable or appropriate, fully to all intents and purposes
as he might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21st
day of April, 2002.
/s/ Eugene A. Trainor III
--------------------------------
Eugene A. Trainor III
Page 11 of 11 pages