Unassociated Document


    Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (this “Agreement”)
      is
      entered into as of May 6, 2007, by and between Hana
      Biosciences, Inc.,
      a
      Delaware corporation with an office at 7000 Shoreline Court, Suite 370, South
      San Francisco, California 94080 (the “Company”),
      and
Steven R.
      Deitcher,
      residing
      at 904 Bromfield Road, San Mateo, California 94402 (the “Executive”).

     

    RECITALS:

     

    WHEREAS,
      the Company desires to employ the Executive as Executive Vice President,
      Development and Chief Medical Officer of the Company and the Executive desires
      to serve the Company in that capacity, all upon the terms and subject to the
      conditions contained in this Agreement.

     

    AGREEMENT:

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, the parties hereto hereby agree as follows:

     

    1.  Employment.
      The
      Executive will be employed by the Company and shall serve as Executive Vice
      President, Development and Chief Medical Officer of the Company and shall
      perform, subject to the direction of the Chief Executive Officer of the Company,
      such services and duties as are customarily performed by a vice president of
      development and/or chief medical officer of a similarly situated biotechnology
      company (the “Services”).
      The
      Executive shall also have such other powers and duties as may be from time
      to
      time prescribed by the Chief Executive Officer or the Board of Directors of
      the
      Company (the “Board”),
      provided that the nature of the Executive’s powers and duties so prescribed
      shall not be inconsistent with the Executive’s position and duties hereunder.
      The Executive hereby accepts such employment and agrees to render the
      Services.
      Further,
      the Company will use its reasonable best efforts to transition Executive’s role
      with the Company to its Chief Operating Officer during 2007, subject to
      successfully recruiting satisfactory personnel to the Company’s clinical
      functions. 

     

    2.  Term.
      The
      Executive's employment under this Agreement shall commence May 21, 2007 (the
      “Effective
      Date”)
      and
      continue for a three-year period ending on May 21, 2010 (the “Initial
      Term”),
      unless sooner terminated pursuant to Section 8 of this Agreement.
      Notwithstanding the foregoing and subject only to the Company’s obligations
      under Section 9 hereof, Executive understands that nothing in this Agreement
      is
      intended to modify Executive’s at-will employment with the Company and the
      Company makes no guarantee, or express or implied contract, of definite or
      continued employment with the Company. Notwithstanding anything to the contrary
      contained herein, the provisions of this Agreement governing protection of
      the
      Company’s Confidential and Proprietary Information (as defined in Section 5(a)
      hereof) shall continue in effect as specified in Section 5 hereof and survive
      the expiration or termination of this Agreement. This Agreement may be renewed
      for one or more additional one year periods (each, an “Additional
      Term”
and,
      together with the Initial Term, the “Term”)
      if
      the
      Company and the Executive agree in writing on the terms of such renewal not
      less
      than 30 days prior to the end of the then current Term. If the Company and
      the
      Executive have not agreed on the terms of such renewal prior to such date,
      this
      Agreement shall terminate at the end of the then current term (a “Non-Renewal
      Event”).
      

     

    
      
        
        

      

      
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    3.  Best
      Efforts; Place of Performance.

     

    (a)  During
      the Term, the Executive shall devote substantially all of his business time,
      attention and energies to the business and affairs of the Company and
      shall
      use his best efforts to advance the best interests of the Company and shall
      not
      during the Term be actively engaged in any other business activity, whether
      or
      not such business activity is pursued for gain, profit or other pecuniary
      advantage. Notwithstanding the foregoing, with the prior written consent of
      the
      Company, Executive may serve as a member of boards of directors and/or
      scientific advisory boards of other organizations not affiliated with the
      Company; provided, however, that the business or activities of any organization
      on which Executive proposes to serve as a director and/or scientific advisor
      shall not compete with, or be likely to compete with, the Company’s Business (as
      defined in Section 6(a) below) and such service by Executive shall not
      interfere, or be likely to interfere, with the performance by Executive of
      the
      Services to be performed hereunder. In addition, Executive may spend up to
      two
      weeks of transition time with Nuvelo, Inc. following commencement of employment
      with Company.

     

    (b)  The
      duties to be performed by the Executive hereunder shall be performed primarily
      at the principal office of the Company in South San Francisco, California,
      subject to reasonable travel requirements on behalf of the Company, or such
      other place as the Board may reasonably designate. Notwithstanding the
      foregoing, Executive acknowledges that the Company may be relocated to another
      location within the San Francisco Bay Area. 

     

    4.  Compensation.
      As full
      compensation for the performance by the Executive of his duties under this
      Agreement, the Company shall pay the Executive as follows:

     

    (a)  Base
      Salary.
      During
      the Term, the Company shall pay the Executive an annual base salary (the
“Base
      Salary”),
      which
      shall initially be equal to $380,000 per year. The Base Salary shall be paid
      in
      accordance with the Company’s normal payroll practices. The Base Salary will be
      reviewed by the Board no less frequently than annually and may be increased,
      but
      not decreased, from the amount set forth above in this paragraph
      (a).

     

    (b)  Signing
      Bonus.
      Within
      five (5) business days of the Effective Date, the Company shall pay to Executive
      the sum of $75,000, which amount represents an immediate signing
      bonus.

     

    (c)  Discretionary
      Bonus.
      At
      the
      sole discretion of the Board, the Executive may receive an additional annual
      bonus (the “Discretionary
      Bonus”)
      in an
      amount targeted at 40% of his then current Base Salary, based upon his
      performance on behalf of the Company during the prior year; provided,
      however,
      that
      for 2007 Executive shall be guaranteed a bonus of at least 40% of his Base
      Salary, which amount shall be paid no later than 3 months after the end of
      2007.
      In addition, the
      Board
      shall annually review the Discretionary Bonus to determine whether an increase
      in the amount thereof is warranted.

     

    (d)  Stock
      Option.
      As
      additional compensation for the Services, the Company shall grant to Executive
      an option to purchase 400,000 shares (the “Option
      Shares”)
      of the
      Company’s Common Stock at a price per share equal to the last closing sale price
      of the Company’s Common Stock on the trading day immediately preceding the
      Effective Date (the “Option”).
      The
      Option shall (i) be governed by the Company’s 2004 Stock Incentive Plan (the
“Plan”);
      (ii)
      vest in three installments of 133,334, 133,333 and 133,333 shares on each of
      the
      first, second and third anniversaries of the Effective Date, respectively;
      (iii)
      be exercisable for 10 years from the date of grant; and (iv) remain exercisable
      for 90 days from the date that the Employee is no longer an employee of the
      Company.

     

    
      
        
        

      

      
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    (e)  Withholding.
      The
      Company shall withhold all applicable federal, state and local taxes and social
      security and such other amounts as may be required by law from all amounts
      payable to the Executive under this Section 4. 

     

    (f)  Expenses.
      The
      Company shall reimburse the Executive for all normal, usual and necessary
      expenses incurred by the Executive in furtherance of the business and affairs
      of
      the Company, including reasonable travel and entertainment, upon timely receipt
      by the Company of appropriate vouchers or other proof of the Executive’s
      expenditures and otherwise in accordance with any expense reimbursement policy
      as may from time to time be adopted by the Company.

     

    (g)  Other
      Benefits.
      The
      Executive shall be entitled to all rights and benefits for which he shall be
      eligible under any benefit or other plans (including, without limitation,
      dental, medical, medical reimbursement and hospital plans, pension plans,
      employee stock purchase plans, profit sharing plans, bonus plans and other
      so-called “fringe” benefits) as the Company shall make available to its senior
      executives from time to time.

     

    (h)  Vacation.
      The
      Executive shall, during the Term, be entitled to vacation of three
      non-consecutive weeks per annum,
      in
      addition to public holidays observed by the Company.
      The
      Executive shall be entitled to accrue up to five weeks of vacation (the
“Accrual
      Cap”),
      but
      once the Executive reaches such an Accrual Cap, further accrual shall be capped
      until Executive reduces the amount of accrued vacation below the Accrual Cap.
      

     

    (i)  Indemnification.
      The
      Company will indemnify the Executive to the fullest extent permitted by its
      charter and by-laws and by applicable law against all costs, charges and
      expenses, including, without limitation, attorneys’ fees, incurred or sustained
      by the Executive in connection with any action, suit or proceeding to which
      the
      Executive may be made a party by reason of being an officer, director or
      employee of the Company. In connection with the foregoing, the Executive will
      be
      covered under any liability insurance policy that protects other officers of
      the
      Company.

     

    5.  Confidential
      Information and Inventions.

     

    (a)  The
      Executive recognizes
      and
      acknowledges that in the course of his duties he is likely to receive
      confidential or proprietary information owned by the Company, its affiliates
      or
      third parties with whom the Company or any such affiliates has an obligation
      of
      confidentiality. Accordingly, during and after the Term, the Executive agrees
      to
      keep confidential and not disclose or make accessible to any other Person (as
      defined in Section 6(a) below) or use for any purpose other than in connection
      with the fulfillment of his duties under this Agreement, any Confidential and
      Proprietary Information (as defined below) owned by or received by the Company
      or any of its affiliates. “Confidential
      and Proprietary Information”
shall
      include, but shall not be limited to, confidential or proprietary scientific
      or
      technical information, data, formulas and related concepts, business plans
      (both
      current and under development), promotion and marketing programs, trade secrets,
      or any other confidential or proprietary business information relating to
      development programs, costs, revenues, marketing, investments, forecasts,
      projections, sales activities, promotions, credit and financial data,
      manufacturing processes, financing methods, plans or the business and affairs
      of
      the Company or of any affiliate or client of the Company. The Executive
      expressly acknowledges the trade secret status of the Confidential and
      Proprietary Information and that the Confidential and Proprietary Information
      constitutes a protectable business interest of the Company. The Executive agrees
      (i) not to use any such Confidential and Proprietary Information for himself
      or
      others and (ii) not to take any Company material or reproductions (including
      but
      not limited to writings, correspondence, notes, drafts, records, invoices,
      technical and business policies, computer programs or disks) thereof from the
      Company’s offices at any time during his employment by the Company, except as
      required in the execution of the Executive’s duties to the Company. The
      Executive agrees to return immediately all Company material and reproductions
      (including but not limited, to writings, correspondence, notes, drafts, records,
      invoices, technical and business policies, computer programs or disks) thereof
      in his possession to the Company upon request and in any event immediately
      upon
      termination of employment.

     

    
      
        
        

      

      
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    (b)  Except
      with prior written authorization by the Company, the Executive agrees not to
      disclose or publish any of the Confidential and Proprietary Information, or
      any
      confidential, scientific, technical or business information of any other party
      to whom the Company or any of its affiliates owes an obligation of confidence,
      at any time during or after his employment with the Company.

     

    (c)  The
      Executive agrees that all inventions, discoveries, improvements and patentable
      or copyrightable works, except for such works that are protected under
      California Labor Code Sections 2870-2872 (“Inventions”),
      initiated, conceived or made by him, either alone or in conjunction with others,
      during the Term
      shall be
      the sole property of the Company to the maximum extent permitted by applicable
      law and, to the extent permitted by law, shall be “works made for hire” as that
      term is defined in the United States Copyright Act (17 U.S.C.A., Section 101).
      The Company shall be the sole owner of all patents, copyrights, trade secret
      rights, and other intellectual property or other rights in connection therewith.
      The Executive hereby assigns to the Company all right, title and interest he
      may
      have or acquire in all such Inventions; provided, however, that the Chief
      Executive Officer may in his or her sole discretion agree to waive the Company’s
      rights pursuant to this Section 5(c) with respect to any Invention that is
      not
      directly or indirectly related to the Business (as defined in Section 6(a)
      below). The Executive further agrees to assist the Company in every proper
      way
      (but at the Company’s expense) to obtain and from time to time enforce patents,
      copyrights or other rights on such Inventions in any and all countries, and
      to
      that end the Executive will execute all documents necessary:

     

    (i)  To
      apply
      for, obtain and vest in the name of the Company alone (unless the Company
      otherwise directs) letters patent, copyrights or other analogous protection
      in
      any country throughout the world and when so obtained or vested to renew and
      restore the same; and

     

    (ii)  To
      defend
      any opposition proceedings in respect of such applications and any opposition
      proceedings or petitions or applications for revocation of such letters patent,
      copyright or other analogous protection.

     

    (d)  The
      Executive acknowledges that while performing the services under this Agreement
      the Executive may locate, identify and/or evaluate patented or patentable
      inventions having commercial potential in the fields of pharmacy,
      pharmaceutical, biotechnology, healthcare, technology and other fields which
      may
      be of potential interest to the Company or one of its affiliates (the
“Third
      Party Inventions”).
      The
      Executive understands, acknowledges and agrees that all rights to, interests
      in
      or opportunities regarding all Third-Party Inventions identified by the Company,
      any of its affiliates or the officers, directors, employees (including the
      Executive), agents or consultants of either of the foregoing during the
      Employment Term shall be and remain the sole and exclusive property of the
      Company or such affiliate and the Executive shall have no rights whatsoever
      to
      such Third-Party Inventions and will not pursue for himself or for others any
      transaction relating to the Third-Party Inventions which is not on behalf of
      the
      Company.

     

    (e)  Executive
      agrees that he will promptly disclose to the Company, or to any designee of
      the
      Company, all improvements, Inventions made or conceived or reduced to practice
      or learned by Executive, either alone or jointly with others, during the
      Term.

     

    (f)  The
      provisions of this Section 5 shall survive any termination of this
      Agreement.

     

    
      
        
        

      

      
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    6.  Non-Solicitation
      and Non-Disparagement.

     

    (a)  During
      the Term and for a period of 12 months thereafter, the Executive shall not,
      directly or indirectly, without the prior written consent of the
      Company:

     

    (i)  Solicit
      or induce any employee of the Company or any of its affiliates to leave the
      employ of the Company or any such affiliate; hire for any purpose any employee
      of the Company; hire for any purpose any former employee of the Company or
      any
      affiliate of the Company who left the employment of the Company or any affiliate
      within the preceding twelve month period; 

     

    (b)  The
      Company and the Executive each agree that both prior to and during the Term
      and
      at all times thereafter, neither party shall willfully or intentionally,
      directly or indirectly disparage, whether or not true, the name or reputation
      of
      the other party or any of the Company’s affiliates, including but not limited
      to, any officer, director, employee or shareholder of the Company or any of
      its
      affiliates.

     

    (c)  The
      Executive hereby acknowledges that any breach or threatened breach of any of
      the
      terms of Section 5 or 6 of hereof will result in substantial, continuing and
      irreparable injury to the Company. Therefore, in addition to any other remedy
      that may be available to the Company, the Company will be entitled to seek
      injunctive or other equitable relief by a court of appropriate jurisdiction,
      in
      the event of any breach or threatened breach of the terms of Section 5 or 6
      hereof.
      The
      Company and the Executive agree that any such action for injunctive or equitable
      relief shall be heard in a state or federal court located in the State of
      California and
      each
      of the parties hereto agrees to accept service of process by registered or
      certified mail and to otherwise consent to the jurisdiction of such
      courts.

     

    (d)  The
      rights and remedies of the Company enumerated in Section 6(d) shall be in
      addition to and not in lieu of any other rights and remedies available to the
      Company at law or in equity. If any of the covenants contained in this Section
      6, or any part of any of them, is hereafter construed or adjudicated to be
      invalid or unenforceable, the same shall not affect the remainder of the
      covenant or covenants or rights or remedies which shall be given full effect
      without regard to the invalid portions. If any of the covenants contained in
      this Section 6 is held to be invalid or unenforceable because of the duration
      of
      such provision or the area covered thereby, the parties agree that the court
      making such determination shall have the power to reduce the duration and/or
      area of such provision and in its reduced form such provision shall then be
      enforceable. No such holding of invalidity or unenforceability in one
      jurisdiction shall bar or in any way affect the Company’s right to the relief
      provided in this Section 6 or otherwise in the courts of any other state or
      jurisdiction within the geographical scope of such covenants as to breaches
      of
      such covenants in such other respective states or jurisdictions, such covenants
      being, for this purpose, severable into diverse and independent
      covenants.

     

    (e)  The
      provisions of this Section 6 shall survive any termination of this
      Agreement.

     

    7.  Representations
      and Warranties.

     

    (a)  The
      Executive hereby represents and warrants to the Company as follows:

     

    (i)  Neither
      the execution or delivery of this Agreement nor the performance by the Executive
      of his duties and other obligations hereunder violate or will violate any
      statute, law, determination or award, or conflict with or constitute a default
      or breach of any covenant or obligation under (whether immediately, upon the
      giving of notice or lapse of time or both) any prior employment agreement,
      contract, or other instrument to which the Executive is a party or by which
      he
      is bound;
      and

     

    
      
        
        

      

      
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    (ii)  The
      Executive has the full right, power and legal capacity to enter and deliver
      this
      Agreement and to perform his duties and other obligations hereunder. This
      Agreement constitutes the legal, valid and binding obligation of the Executive
      enforceable against him in accordance with its terms. No approvals or consents
      of any Persons are required for the Executive to execute and deliver this
      Agreement or perform his duties and other obligations hereunder.

     

    (b)  The
      Company hereby represents and warrants to the Executive that this Agreement
      and
      the employment of the Executive hereunder have been duly authorized by and
      on
      behalf of the Company, including, without limitation, by all required action
      by
      the Board.

     

    8.  Termination.
      Notwithstanding any provision of this Agreement to the contrary, the Executive’s
      employment hereunder shall be terminated upon the Executive’s death and may also
      be terminated as follows:

     

    (a)  The
      Executive’s employment hereunder may be terminated by written notice to the
      Executive from the Chief Executive Officer or the Board for Cause, effective
      upon the date of delivery of such notice. Any of the following actions by the
      Executive shall constitute “Cause”:

     

    (i)  The
      willful and repeated failure or refusal by the Executive to perform his duties
      hereunder that is not cured by the Executive within 30 days after written notice
      thereof is given to the Executive by the Company;

     

    (ii)  Any
      willful, intentional or grossly negligent act by the Executive having the effect
      of injuring, in a material way (whether financial or otherwise), the Business
      or
      reputation of the Company or any of its affiliates;

     

    (iii)  Willful
      and material misconduct by the Executive
      in
      respect of the duties or obligations of the Executive under this
      Agreement,
      including, without limitation, insubordination with respect to directions
      received by the Executive from the Chief
      Executive Officer, unless such direction was contrary to directions given by
      the
      Board;

     

    (iv)  The
      Executive’s conviction of any felony or a misdemeanor involving a crime of moral
      turpitude (including entry of a nolo contendere plea);

     

    (v)  The
      determination by the Company based upon clear and convincing evidence, after
      a
      reasonable and good-faith investigation by the Company following a written
      allegation by another employee of the Company, that the Executive engaged in
      material harassment prohibited
      by law
      (including, without limitation, age, sex or race discrimination);

     

    (vi)  Any
      misappropriation or embezzlement of the property of the Company or its
      affiliates (whether or not a misdemeanor or felony);

     

    (vii)  A
      breach
      by the Executive of any of the provisions of Sections
      5
      or
      6
      hereof;
      or

     

    
      
        
        

      

      
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    (viii)  A
      material breach by the Executive of any material provision of this Agreement
      (other than those contained in Sections
      5
      or
      6 hereof,
      which are governed by clause (vii) above) that is not cured by the Executive
      within 30 days after written notice thereof is given to the Executive by the
      Company.

     

    Any
      determination of Cause under this Section 8(a) will be made by the Board. With
      respect to any such determination, the Board will act fairly and in utmost
      good
      faith and will give the Executive and his counsel an opportunity to appear
      and
      be heard at a meeting with the Board and present evidence on the Executive’s
      behalf. 

     

    (b)  The
      Executive’s employment hereunder may be terminated by the Chief Executive
      Officer as a result of the Executive’s Disability. For purposes of this
      Agreement, a termination for “Disability”
shall
      occur (i) when the Chief Executive Officer has provided a written termination
      notice to the Executive supported by a written statement from a reputable
      independent physician to the effect that the Executive has become so physically
      or mentally incapacitated as to be unable to resume, within the ensuing 6
      months, his employment hereunder by reason of physical or mental illness or
      injury, or (ii) upon delivery of a written termination notice to the Executive
      by the Chief Executive Officer after the Executive has been unable to
      substantially perform his duties hereunder for 60 or more consecutive days,
      or
      more than 90 days in any 12 month period, by reason of any physical or mental
      illness or injury. For purposes of this Section 8(b), the Executive agrees
      to
      make himself available and to cooperate in any reasonable examination by a
      reputable independent physician selected by the Company and reasonably
      satisfactory to the Executive. 

     

    (c)  The
      Executive’s employment hereunder may be terminated by the Company (or an entity
      that is a successor to the Company) by written notice to the Executive upon
      the
      occurrence of a Change of Control. For purposes of this Agreement, “Change
      of Control”
means
      (i) the acquisition, directly or indirectly, following the date hereof by any
      person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
      Exchange Act of 1934, as amended), in one transaction or a series of related
      transactions, of securities of the Company representing in excess of fifty
      percent (50%) of the combined voting power of the Company’s then outstanding
      securities if such person or his or its affiliate(s) do not own in excess of
      50%
      of such voting power on the date of this Agreement, or (ii) the sale or transfer
      by the Company (whether direct or indirect, by sale of assets or stock, merger,
      consolidation or otherwise) of all or substantially all of its business and/or
      assets in one transaction or series of related transactions (other than a merger
      effected exclusively for the purpose of changing the domicile of the
      Company).

     

    (d)  The
      Executive’s employment hereunder may be terminated by the Executive by written
      notice to the Company for Good Reason, effective upon the date of delivery
      of
      such notice. For purposes of this Agreement, “Good
      Reason”
shall
      mean the occurrence of any of the following:

     

    (i)  A
      material breach by the Company of Section 4, Section 6(b) or Section 7(b) of
      this Agreement which is not cured by the Company within 30 days after written
      notice thereof is given to the Company by the Executive; 

     

    (ii)  A
      change
      in the lines of reporting such that the Executive no longer directly reports
      to
      either the Chief Executive Officer or to the Board; 

     

    (iii)  A
      reduction in the Executive’s compensation or other benefits except such a
      reduction in connection with a general reduction in compensation or other
      benefits of all senior executives of the Company

     

    
      
        
        

      

      
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    (iv)  A
      material reduction in Executive’s authority, duties, responsibilities, or title;
      or

     

    (v)  A
      relocation of Executive’s principal place of performance by more than fifty (50)
      miles from the Company’s current South San Francisco office
      location.

     

    (e)  The
      Executive’s employment may be terminated by the Company for any reason or no
      reason by delivery of written notice to the Executive effective thirty (30)
      days
      after the date of delivery of such notice.

     

    (f)  The
      Executive’s employment may be terminated by the Executive in the absence of a
      Good Reason by delivery of written notice to the Company effective thirty (30)
      days after the date of delivery of such notice.

     

    9.  Compensation
      Following Termination.

     

    (a)  If
      the
      Executive’s employment is terminated during the Term as a result of his death or
      Disability, the Company shall promptly pay to the Executive or to the
      Executive’s
      estate, as applicable, his
      then
      current Base Salary, any accrued but unpaid Discretionary Bonus, the value
      of
      his accrued unused vacation days, and expense reimbursement amounts through
      the
      date of death or Disability. 

     

    (b)  If
      the
      Executive’s employment is terminated during the Term (i) by the Company for
      Cause or (ii) by the Executive in the absence of a Good Reason, the Company
      shall continue paying to the Executive through the date of termination his
      then
      current Base Salary, the value of his accrued unused vacation days, and expense
      reimbursement amounts (collectively, the “Accrued
      Compensation”),
      and
      the Executive shall have no further entitlement to any other compensation or
      benefits from the Company.

     

    (c)  If
      the
      Executive’s employment is terminated during the Term by the Company (or its
      successor) upon the occurrence of a Change of Control, then the Company (or
      its
      successor, as applicable) shall (i) pay the Executive the Accrued Compensation
      through the date of such termination; (ii) continue to pay to the Executive
      his
      then current annualized Base Salary and provide him with health insurance (on
      the identical terms as then provided to all other employees of the Company)
      for
      a period of twelve (12) months following the date of such termination; (iii)
      provide Executive with the maximum amount of his Discretionary Bonus for which
      he would have been eligible for the year in which the termination occurs,
      assuming full performance, and pro-rated for the number of months that Executive
      was employed by the Company for such year and (iv) immediately accelerate the
      vesting of Executive’s unvested Option to provide for twelve (12) additional
      months of vesting.

     

    (d)  If
      the
      Executive’s employment is terminated during the Term either (i) by the Company
      other than for Cause, upon a Change of Control, or as a result of the
      Executive’s death or Disability or (ii) by the Executive for a Good Reason, then
      the Company shall pay the Executive or his estate, heirs, successors, or assigns
      (1) the Accrued Compensation through the date of such termination; (2) continue
      to pay to the Executive his then current annualized Base Salary and provide
      him
      with health insurance (on the identical terms as then provided to all other
      employees of the Company) for a period of twelve (12) months following the
      date
      of such termination;(iii) provide Executive with the maximum amount of his
      Discretionary Bonus for which he would have been eligible for the year in which
      the termination occurs, assuming full performance, and pro-rated for the number
      of months that Executive was employed by the Company for such year; and (iv)
      immediately accelerate the vesting of Executive’s unvested Option to provide for
      twelve (12) additional months of vesting. 

     

    
      
        
        

      

      
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    (e)  If
      the
      Company elects not to renew this Agreement at the end of the Initial Term or
      any
      Additional Term thereafter other than for Cause or the Executive elects not
      to
      renew this Agreement at the end of the Initial Term or any Additional Term
      for
      Good Reason, then the Company shall pay the Executive (1) the Accrued
      Compensation through the date of such termination; (2) continue to pay to the
      Executive his then current annualized Base Salary and provide him with health
      insurance (on the identical terms as then provided to all other employees of
      the
      Company) for a period of twelve (12) months following the date of such
      termination; (iii) provide Executive with the maximum amount of his
      Discretionary Bonus for which he would have been eligible for the year in which
      the termination occurs, assuming full performance, and pro-rated for the number
      of months that Executive was employed by the Company for such year; and (iv)
      immediately accelerate the vesting of Executive’s unvested Option to provide for
      twelve (12) additional months of vesting.

     

    (f)  This
      Section 9 sets forth the only obligations of the Company with respect to the
      termination of the Executive’s employment with the Company, and the Executive
      acknowledges that, upon the termination of his employment, he shall not be
      entitled to any payments or benefits which are not explicitly provided for
      in
      this Section 9.

     

    (g)  Unless
      otherwise expressly agreed to in writing by the Company and Executive, upon
      termination of the Executive’s employment with the Company for any reason, the
      Executive shall be deemed to have resigned as an officer of the Company and,
      if
      applicable, as a director and officer of any subsidiary of the Company,
      effective as of the date of such termination.

     

    (h)  Notwithstanding
      anything to the contrary contained in this Section 9, other than the Accrued
      Compensation, the Company shall have no obligation to pay, and Executive shall
      have no obligation to receive, any compensation or other consideration upon
      termination of Executive’s employment unless Executive executes a separate
      agreement releasing the Company from any and all liability relating to or in
      connection with Executive’s employment, including the termination of Executive’s
      employment. 

     

    (i)  The
      provisions of this Section 9 shall survive any termination of this
      Agreement.

     

    10.  Miscellaneous.

     

    (a)  This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of California, without giving effect to its
      principles of conflicts of laws.

     

    (b)  Any
      dispute arising out of, or relating to, this Agreement or the breach thereof
      (other than Sections 5 or 6 hereof), or regarding the interpretation thereof,
      shall be finally settled by arbitration conducted in California in accordance
      with the commercial arbitration rules of the American Arbitration Association
      then in effect before a single arbitrator appointed in accordance with such
      rules. Judgment upon any award rendered therein may be entered and enforcement
      obtained thereon in any court having jurisdiction. The arbitrator shall have
      authority to grant any form of appropriate relief, whether legal or equitable
      in
      nature, including specific performance. For the purpose of any judicial
      proceeding to enforce such award or incidental to such arbitration or to compel
      arbitration and for purposes of Sections 5 and 6 hereof, the parties hereby
      submit to the exclusive jurisdiction of the courts of the State of California,
      San Mateo County or the United States District Court for the appropriate
      district of California and agree that service of process in such arbitration
      or
      court proceedings shall be satisfactorily made upon either party if sent by
      registered mail addressed to such party at the address referred to in paragraph
      (g) below. The costs of such arbitration shall be borne consistent with the
      requirements for enforceability of arbitration agreements under California
      law.
      Judgment on the arbitration award may be entered by any court of competent
      jurisdiction.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c)  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      and their respective heirs, legal representatives, successors and permitted
      assigns.

     

    (d)  This
      Agreement, and the Executive’s rights and obligations hereunder, may not be
      assigned by the Executive. The Company may assign its rights, together with
      its
      obligations, hereunder in connection with any sale, transfer or other
      disposition of all or substantially all of its business or assets.

     

    (e)  This
      Agreement cannot be amended orally, or by any course of conduct or dealing,
      but
      only by a written agreement signed by the parties hereto.

     

    (f)  The
      failure of either party to insist upon the strict performance of any of the
      terms, conditions and provisions of this Agreement shall not be construed as
      a
      waiver or relinquishment of future compliance therewith, and such terms,
      conditions and provisions shall remain in full force and effect. No waiver
      of
      any term or condition of this Agreement on the part of either party shall be
      effective for any purpose whatsoever unless such waiver is in writing and signed
      by such party.

     

    (g)  All
      notices, requests, consents and other communications, required or permitted
      to
      be given hereunder, shall be in writing and shall be delivered personally or
      by
      an overnight courier service or sent by registered or certified mail, postage
      prepaid, return receipt requested, to the parties at the addresses set forth
      on
      the first page of this Agreement, and shall be deemed given when so delivered
      personally or by overnight courier, or, if mailed, five days after the date
      of
      deposit in the United States mail. Either party may designate another address,
      for receipt of notices hereunder, by giving notice to the other party in
      accordance with this paragraph (g).

     

    (h)  This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof, and supersedes all prior agreements,
      arrangements and understandings, written or oral, relating to the subject matter
      hereof. No representation, promise or inducement has been made by either party
      that is not embodied in this Agreement, and neither party shall be bound by
      or
      liable for any alleged representation, promise or inducement not so set
      forth.

     

    (i)  As
      used
      in this Agreement, “affiliate” of a specified Person shall mean and include any
      Person controlling, controlled by or under common control with the specified
      Person.

     

    (j) The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement.

     

    (k) This
      Agreement may be executed in any number of counterparts, each of which shall
      constitute an original, but all of which together shall constitute one and
      the
      same instrument.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
      as
      an instrument under seal as of the date first above written.

    
      	 	 	 
	 	
              HANA
                BIOSCIENCES, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Mark
              J.
              Ahn     
	 	
              

              Mark
                J. Ahn

              President
                & Chief Executive Officer

            


    

    
      	 	 	 
	 	
              EXECUTIVE

            
	 
 	 
 	 
 
	 	By:  	/s/ Steven
              R.
              Deitcher    
	 	
              
Steven
              R. Deitcher




     

    
      
        
        

      

      
        11