Letter Amendment To License, Research & Development Agreement

Exhibit 10.33


December 10, 2003

Mr. Lonnie Moulder

President and CEO MGI PHARMA, INC.

5775 West Old Shakopee Road Suite 100

Bloomington, MN 55437-3174 Re: The License, Research and Development Agreement dated August 2, 2000 between MethylGene, Inc. (MG) and MGI PHARMA, INC. (MGI) (the "Agreement")


Dear Lonnie:

The purpose of this letter is to amend and capture the current understanding between our companies regarding the status of the above referenced Agreement. With this letter, MethylGene agrees that:

(1) Upon MGI's payment to MethylGene no later than December 15, 2003 of US $1,549,300 (aggregate of amount MG paid for 1 kg of MG98 API and R&D Contract Costs through June 30, 2004), MGI will have satisfied all life-to-date R&D Contract Costs under the Agreement and have satisfied all minimum R&D Contract Costs required by the Agreement.

(2) No additional MG98 R&D Contract Costs or financial obligations under Third Party Agreements will be incurred by MGI or become due to MethylGene under the Agreement during the time period commencing on January 1, 2004 and continuing until 60 days following MethylGene's closing of the database for the Phase I/II trial of MG98 in combination with interferon alpha in metastatic renal cell cancer (the "MGI MG98 Resumption Decision Date").


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December 10, 2003

Mr. Lonnie Moulder

(3) MGI will contribute MG98 API and any residual MG98 drug supply from the AML/MDS trial when the trial report is issued as well as continue to ...