Exhibit
4.10

      


      HANA
BIOSCIENCES, INC.

      


      [FORM
OF] SERIES B WARRANT

      


      NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY.

      


      THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

      EXERCISE
ARE SUBJECT TO THE RESTRICTIONS ON

      TRANSFER SET FORTH IN
SECTION 5 OF THIS
WARRANT

      


      
        	
                Warrant
      No.
      [                    ]

              	
                Number
      of Shares (subject to adjustment): [                    ]

                 

              
	
                Date
      of Issuance: October 8,
      2009

                Original
      Issue Date: October 8,
      2009

              	 
      


      

      


      Hana
Biosciences, Inc.

      Common Stock Purchase
Warrant

      (Void
after October 8, 2016)

      


      Hana Biosciences, Inc., a Delaware
corporation (the “Company”), for value
received, hereby certifies that [                                ], or its registered assigns
(the “Registered
Holder”), is entitled, subject to the terms and conditions set forth
below, to purchase from the Company, at any time or from time to time on or
before 5:00 p.m. (Eastern time) on October 8, 2016 (the “Exercise Period”),
[                                ] shares of the Company’s
common stock, $0.001 par value per share
(“Common
Stock”), at a purchase price of Sixty Cents ($0.60) per share.  The
shares purchasable upon exercise of this Warrant, and the purchase price per
share, each as adjusted from time to time pursuant to the provisions of this
Warrant, are hereinafter referred to as the “Warrant Shares” and
the “Purchase
Price,” respectively.  This Warrant is one of a series of
Warrants issued by the Company in connection with a private placement of Common
Stock and of like tenor, except as to the number of shares of Common Stock
subject thereto (collectively, the “Company
Warrants”).


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      1.           Exercise.

      


      (a)           Exercise for
Cash.  The Registered Holder may, at its option, elect to
exercise this Warrant, in whole or in part and at any time or from time to time
during the Exercise Period, by surrendering this Warrant, with the purchase form
appended hereto as Exhibit I duly
executed by or on behalf of the Registered Holder, at the principal office of
the Company, or at such other office or agency as the Company may designate,
accompanied by payment in full, in lawful money of the United States, of the
Purchase Price payable in respect of the number of Warrant Shares purchased upon
such exercise.  A facsimile signature of the Registered Holder on the
purchase form shall be sufficient for purposes of exercising this Warrant,
provided that the Registered Holder has surrendered this Warrant to the Company
and has tendered payment for the applicable Purchase Price in full.

       

      (b)           Cashless
Exercise.

      


      (i)           At
any time during the Exercise Period when the resale of the Warrant Shares by the
Registered Holder is not registered pursuant to an effective registration
statement filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Securities Act”), the
Registered Holder may, at its option, elect to exercise this Warrant, in whole
or in part, on a cashless basis, by surrendering this Warrant, with the purchase
form appended hereto as Exhibit I duly
executed by or on behalf of the Registered Holder (the “Exercise Notice”), at
the principal office of the Company, or at such other office or agency as the
Company may designate, by canceling a portion of this Warrant in payment of the
Purchase Price payable in respect of the number of Warrant Shares purchased upon
such exercise.  In the event of an exercise pursuant to this Section 1(b), the number of
Warrant Shares issued to the Registered Holder shall be determined according to
the following formula:

      


      X = Y(A-B)

      A

      


      
        	
                 
      

              	
                Where:

              	
                X
      =

              	
                the
      number of Warrant Shares that shall be issued to the Registered
      Holder;

              


      

      


      Y
=           the number of
Warrant Shares for which this Warrant is being exercised (which shall include
both the number of Warrant Shares issued to the Registered Holder and the number
of Warrant Shares subject to the portion of the Warrant being cancelled in
payment of the Purchase Price);

      


      
        	
                 
      

              	
                A
      =

              	
                 the
      Fair Market Value (as defined below) of one share of Common Stock;
      and

              


      

      


      B
=           the Purchase
Price then in effect.

      


      (ii)           The
Fair Market Value per share of Common Stock shall be determined as
follows:


      
        
           


        

        
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      (1)           If
the Common Stock is listed on a national securities exchange or traded on another nationally recognized
trading system, including the OTC Bulletin Board, as of the Exercise Date, the
Fair Market Value per share of Common Stock shall be deemed to be the average of
the high and low reported sale prices per share of Common Stock thereon on the
trading day immediately preceding the Exercise Date (provided that if no
such price is reported on such day, the Fair Market Value per share of Common
Stock shall be determined pursuant to clause (2) below).

       

      (2)           If
the Common Stock is not listed on a national securities exchange or traded
on another nationally recognized trading system, including the OTC Bulletin
Board, as of the Exercise Date, the Fair Market Value per share of Common Stock
shall be deemed to be the amount most recently determined in good faith by the
Board of Directors of the Company (the “Board”) to represent
the fair market value per share of the Common Stock (including without
limitation a determination for purposes of granting Common Stock options or
issuing Common Stock under any plan, agreement or arrangement with employees of
the Company); and, upon request of the Registered Holder, the Board (or a
representative thereof) shall, as promptly as reasonably practicable but in any
event not later than ten (10) days after such request, notify the
Registered Holder of the Fair Market Value per share of Common Stock and furnish
the Registered Holder with reasonable documentation of the Board’s determination
of such Fair Market Value.  Notwithstanding the foregoing, if the
Board has not made such a determination within the three-month period prior to
the Exercise Date, then (A) the Board shall make, and shall provide or cause to
be provided to the Registered Holder notice of, a determination of the Fair
Market Value per share of the Common Stock within fifteen (15) days of a request
by the Registered Holder that it do so, and (B) the exercise of this Warrant
pursuant to this Section 1(b) shall be delayed
until such determination is made and notice thereof is provided to the
Registered Holder.

      


      (c)           Exercise
Date.  Each exercise of this Warrant shall be deemed to have
been effected immediately prior to the close of business on the day on which
this Warrant shall have been surrendered to the Company as provided in Section 1(a) or 1(b) above (the
“Exercise
Date”).  At such time, the person or persons in whose name or
names any certificates for Warrant Shares shall be issuable upon such exercise
as provided in Section
1(d) below shall
be deemed to have become the holder or holders of record of the Warrant Shares
represented by such certificates.

      


      (d)           Issuance of
Certificates.  As soon as practicable after the exercise of
this Warrant in whole or in part, and in any event within three (3) trading days
thereafter (the “Delivery Date”), the
Company, at its expense, will cause to be issued in the name of the Registered
Holder, or as the Registered Holder (upon payment by the Registered Holder of
any applicable transfer taxes) may direct:

      


      (i)           a
certificate or certificates for the number of full Warrant Shares to which the
Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which the Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof or at the
written request of the Registered Holder, the Company shall cause certificates
for Warrant Shares purchased hereunder to be transmitted by the transfer agent
of the Company to the Registered Holder by crediting the account of the
Registered Holder’s prime broker with the Depository Trust Company through its
Deposit Withdrawal Agent Commission system if the Company is a participant in
such system and provided such Warrant Shares are then subject to an effective
registration statement under the Securities Act or are otherwise eligible for
resale pursuant to Rule 144 thereunder; and


      
        
           


        

        
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      (ii)           in
case such exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, calling in the aggregate on the face or faces thereof for
the number of Warrant Shares equal (without giving effect to any adjustment
therein) to the number of such shares called for on the face of this Warrant
minus the number of Warrant Shares for which this Warrant was so exercised
(which, in the case of an exercise pursuant to Section 1(b), shall include
both the number of Warrant Shares issued to the Registered Holder pursuant to
such partial exercise and the number of Warrant Shares subject to the portion of
the Warrant being cancelled in payment of the Purchase Price).

      


      (iii)           In
addition to such Purchaser’s other available remedies, the Company shall pay to
a Purchaser, in cash, as liquidated damages and not as a penalty, for
non-delivery by the Delivery Date, the difference between the closing price of
the Common Stock on Delivery Date and the closing price of the Common Stock on
the date the Common Stock is actually delivered times the number of Warrant
Shares so exercised.

       

      (e)           Restrictions on
Exercise.  The Registered Holder shall not have the right to
exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to
the extent that after giving effect to such issuance after exercise as set forth
on the applicable Exercise Notice, such Registered Holder (together with such
Registered Holder’s “Affiliates” (as
defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”)), and any other person or entity acting as a group together with
such Registered Holder or any of such Registered Holder’s Affiliates), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined
below).  For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by such Registered Holder and its Affiliates
shall include the number of shares of Common Stock issuable upon exercise of
this Warrant with respect to which such determination is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (A)
exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by such Registered Holder or any of its Affiliates and (B) exercise or
conversion of the unexercised or nonconverted portion of any other securities of
the Company (including, without limitation, any other Common Stock equivalents)
subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by such Registered Holder or any of its
Affiliates.  Except as set forth in the preceding sentence, for
purposes of this Section 1(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder, it being acknowledged
by the Registered Holder that the Company is not representing to such Registered
Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and such Registered Holder is solely responsible for any schedules required
to be filed in accordance therewith.   To the extent that the
limitation contained in this Section 1(e) applies, the
determination of whether this Warrant is exercisable (in relation to other
securities owned by such Registered Holder together with any Affiliates) and of
which portion of this Warrant is exercisable shall be in the sole discretion of
the Registered Holder, and the submission of a Exercise Notice shall be deemed
to be the Registered Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by such Registered Holder
together with any Affiliates) and of which portion of this Warrant is
exercisable, in each case subject the Beneficial Ownership Limitation, and the
Company shall have no obligation to verify or confirm the accuracy of such
determination or any liability under this Section 1(e).  In
addition, a determination as to any group status as contemplated above shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.  For purposes of this Section 1(e), in determining
the number of outstanding shares of Common Stock, a Registered Holder may rely
on the number of outstanding shares of Common Stock as reflected in (x) the
Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form
10-Q, or such similar form, as the case may be, or (y) any other written notice
by the Company or the Company’s transfer agent setting forth the number of
shares of Common Stock outstanding.  In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant,
by such Registered Holder or its Affiliates since the date as of which such
number of outstanding shares of Common Stock was reported.  The “Beneficial Ownership
Limitation” shall be 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant.  The Beneficial
Ownership Limitation provisions of this Section 1(e) may be waived by
such Registered Holder, at the election of such Registered Holder, upon not less
than 61 days’ prior notice to the Company to change the Beneficial Ownership
Limitation. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 1(e) to correct this
paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Beneficial Ownership Limitation herein contained or to make changes
or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant.


      
        
           


        

        
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      2.           Adjustments.

       

      (a)           Adjustment for Stock Splits
and Combinations.  If the Company shall at any time or from
time to time after the Date of Issuance (as set forth above) effect a
subdivision of the outstanding Common Stock, the Purchase Price then in effect
immediately before that subdivision shall be proportionately
decreased.  If the Company shall at any time or from time to time
after the Date of Issuance combine the outstanding shares of Common Stock, the
Purchase Price then in effect immediately before the combination shall be
proportionately increased.  Any adjustment under this paragraph shall
become effective at the close of business on the date the subdivision or
combination becomes effective.

       

      (b)           Adjustment for Certain
Dividends and Distributions.  In the event the Company at any
time, or from time to time after the Date of Issuance shall make or issue, or
fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Purchase Price then in effect immediately
before such event shall be decreased as of the time of such issuance or, in the
event such a record date shall have been fixed, as of the close of business on
such record date, by multiplying the Purchase Price then in effect by a
fraction:

       


      
        
           


        

        
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      (1)           the
numerator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date, and

       

      (2)           the
denominator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution; provided, however, that if such
record date shall have been fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Purchase Price
shall be recomputed accordingly as of the close of business on such record date
and thereafter the Purchase Price shall be adjusted pursuant to this paragraph
as of the time of actual payment of such dividends or
distributions.

       

      Simultaneously with any adjustment to
the Purchase Price pursuant to Sections 2(a) and 2(b), the number of
Warrant Shares which may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment, the
aggregate amount of the adjusted Purchase Price multiplied by the aggregate
adjusted amount of Warrant Shares shall equal the aggregate amount of the
unadjusted Purchase Price multiplied by the aggregate unadjusted amount of
Warrant Shares.

       

      (c)           Adjustments for Other
Dividends and Distributions.  In the event the Company at any
time or from time to time after the Date of Issuance shall make or issue, or fix
a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the Company
(other than shares of Common Stock) or in cash or other property (other than
regular cash dividends paid out of earnings or earned surplus, determined in
accordance with generally accepted accounting principles), then and in each such
event provision shall be made so that the Registered Holder shall receive
upon exercise hereof, in addition to the number of shares of Common Stock
issuable hereunder, the kind and amount of securities of the Company, cash or
other property which the Registered Holder would have been entitled to receive
had this Warrant been exercised on the date of such event and had the Registered
Holder thereafter, during the period from the date of such event to and
including the Exercise Date, retained any such securities receivable during such
period, giving application to all adjustments called for during such period
under this Section
2 with
respect to the rights of the Registered Holder.

       


      
        
           


        

        
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      (d)           Adjustment for
Reorganization.  If there shall occur any reorganization,
recapitalization, reclassification, consolidation or merger involving the
Company in which the Common Stock is converted into or exchanged for securities,
cash or other property  (collectively, a “Reorganization”),
then, following such Reorganization, the Registered Holder shall receive upon
exercise hereof the kind and amount of securities, cash or other property which
the Registered Holder would have been entitled to receive pursuant to such
Reorganization if such exercise had taken place immediately prior to such
Reorganization.  Notwithstanding the foregoing sentence, if (x) there
shall occur any Reorganization in which the Common Stock is converted into or
exchanged for anything other than solely equity securities, and (y) the common
stock of the acquiring or surviving company is publicly traded, then, as part of
such Reorganization, (i) the Registered Holder shall have the right thereafter
to receive upon the exercise hereof such number of shares of common stock of the
acquiring or surviving company as is determined by multiplying (A) the
number of shares of Common Stock subject to this Warrant immediately prior to
such Reorganization by (B) a fraction, the numerator of which is the Fair Market
Value (as defined in Section 1(b)(ii) above) per
share of Common Stock as of the effective date of such Reorganization, and the
denominator of which is the fair market value per share of common stock of the
acquiring or surviving company as of the effective date of such transaction, as
determined in good faith by the Board (using the principles set forth in
Section 1(b)(ii) to the
extent applicable), and (ii) the exercise price per share of common stock of the
acquiring or surviving company shall be the Purchase Price divided by the
fraction referred to in clause (B) above.  In any such case,
appropriate adjustment (as determined in good faith by the Board) shall be made
in the application of the provisions set forth herein with respect to the rights
and interests thereafter of the Registered Holder, to the end that the
provisions set forth in this Section 2 (including
provisions with respect to changes in and other adjustments of the Purchase
Price) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any securities, cash or other property thereafter deliverable upon
the exercise of this Warrant (the “Transaction
Consideration”). The aggregate Exercise Price for this Warrant will not
be affected by any such Reorganization, but the Company shall apportion such
aggregate Exercise Price among the Transaction Consideration in a reasonable
manner reflecting the relative value of any different components of the
Transaction Consideration, if applicable.  If holders of Common Stock
are given any choice as to the securities, cash or property to be received in a
Reorganization, then the Registered Holder shall be given the same choice as to
the Transaction Consideration it receives upon any exercise of this Warrant
following such Reorganization.  At the Registered Holder's request,
any successor to the Company or surviving or acquiring entity in such
Reorganization shall issue to the Registered Holder a new Warrant consistent
with the foregoing provisions and evidencing the Registered Holder's right to
purchase the Transaction Consideration for the aggregate Exercise Price upon
exercise thereof.  The terms of any agreement pursuant to which a
Reorganization is effected shall include terms requiring any such successor or
surviving or acquiring entity to comply with the provisions of this paragraph
(d) and insuring that the Warrant (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a
Reorganization.  Notwithstanding anything to the contrary, in the
event of a Reorganization that is (1) an all cash transaction, (2) a “Rule 13e-3
transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a
Reorganization involving a person or entity not traded on a national securities
exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the
Nasdaq Capital Market, the Company or any successor entity shall pay at the
Registered Holder’s option, exercisable at any time concurrently with or within
30 days after the consummation of the Reorganization, in lieu of the exercise of
this Warrant, an amount of cash equal to the value of this Warrant as determined
in accordance with the Black Scholes Option Pricing Model obtained from the
“OV” function
on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP
of the Common Stock for the Trading Day immediately preceding the date of
consummation of the applicable  Reorganization, (ii) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the
remaining term of this Warrant as of the date of consummation of the applicable
Reorganization and (iii) an expected volatility equal to the 10 day volatility
obtained from the “HVT” function on
Bloomberg L.P. determined as of the Trading Day immediately following the public
announcement of the applicable Reorganization.


      
        
           


        

        
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      (e)           Certificate as to
Adjustments.  Upon the occurrence of each adjustment or
readjustment of the Purchase Price pursuant to this Section 2, the Company at its
expense shall, as promptly as reasonably practicable but in any event not later
than ten (10) days thereafter, compute such adjustment or readjustment in
accordance with the terms hereof and furnish to the Registered Holder a
certificate setting forth such adjustment or readjustment (including the kind
and amount of securities, cash or other property for which this Warrant shall be
exercisable and the Purchase Price) and showing in detail the facts upon which
such adjustment or readjustment is based.  The Company shall, as
promptly as reasonably practicable after the written request at any time of the
Registered Holder (but in any event not later than ten (10) days thereafter),
furnish or cause to be furnished to the Registered Holder a
certificate setting forth (i) the Purchase Price then in effect and (ii)
the number of shares of Common Stock and the amount, if any, of other
securities, cash or property which then would be received upon the exercise of
this Warrant.

       

      3.           Fractional
Shares.  The Company shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall pay the value thereof to
the Registered Holder in cash on the basis of the Fair Market Value per share of
Common Stock, as determined pursuant to Section 1(b)(ii)
above.

       

      4.           Adjustment for Certain
Dilutive Issuances.  In the event the Company at any time, or
from time to time after the Original Issue Date shall make or issue, any equity
Securities other than equity granted to employees, directors or consultants of
the Company pursuant to the Company’s stock plan, at a price per share lower
than the Purchase Price effective immediately prior to such event, the Purchase
Price hereunder shall be immediately reduced to such lower price immediately
upon the consummation of such event, but such Purchase Price shall be reduced to
no lower than Thirty Cents ($0.30) per share, as may be adjusted for the events
set forth in Section
2
hereof.

       

      5.           Transfers,
etc.

       

      (a)           Notwithstanding
anything to the contrary contained herein, this Warrant and the Warrant Shares
shall not be sold or transferred unless either (i) they first shall have been
registered under the Securities Act, or (ii) such sale or transfer shall be
exempt from the registration requirements of the Securities Act and the Company
shall have been furnished with an opinion of legal counsel, reasonably
satisfactory to the Company, to the effect that such sale or transfer is exempt
from the registration requirements of the Securities
Act.  Notwithstanding the foregoing, no registration or opinion of
counsel shall be required for (i) a transfer by a Registered Holder which is an
entity to a wholly owned subsidiary of such entity, a transfer by a Registered
Holder which is a partnership to a partner of such partnership or a retired
partner of such partnership or to the estate of any such partner or retired
partner, or a transfer by a Registered Holder which is a limited liability
company to a member of such limited liability company or a retired member
or to the estate of any such member or retired member, provided that the
transferee in each case agrees in writing to be subject to the terms of this
Section 5, or (ii) a transfer
made in accordance with Rule 144 under the Securities Act.

       

      (b)           The
Company will maintain a register containing the name and address of the
Registered Holder of this Warrant.  The Registered Holder may change
its address as shown on the warrant register by written notice to the Company
requesting such change.


      
        
           


        

        
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      (c)           Subject
to the provisions of this Section 5, this Warrant and
all rights hereunder are transferable, in whole or in part, upon surrender of
this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at
the principal office of the Company (or, if another office or agency has been
designated by the Company for such purpose, then at such other office or
agency).

       

      6.           No
Impairment.  The Company will not, by amendment of its charter
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Registered Holder against impairment.

       

      7.           Notices of Record
Date,
etc.  In the event:

       

      (a)           the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time deliverable upon the exercise of this Warrant) for the
purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares of
stock of any class or any other securities, or to receive any other right;
or

       

      (b)           of
any Reorganization; or

       

      (c)           of
the voluntary or involuntary dissolution, liquidation or winding-up of the
Company;

       

      (d)           then,
and in each such case, the Company will send or cause to be sent to the
Registered Holder a notice specifying, as the case may be, (i) the record date
for such dividend, distribution or right, and the amount and character of such
dividend, distribution or right, or (ii) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
Reorganization, dissolution, liquidation or winding-up.  Such notice
shall be sent at least ten (10) days prior to the record date or effective date
for the event specified in such notice.

       

      8.           Reservation of
Stock.  The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other securities, cash and/or property, as
from time to time shall be issuable upon the exercise of this
Warrant.

       

      9.           Exchange or Replacement of
Warrants.

       

      (a)           Upon
the surrender by the Registered Holder, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions of
Section 5 hereof, issue and
deliver to or upon the order of the Registered Holder, at the Company’s expense,
a new Warrant or Warrants of like tenor, in the name of the Registered Holder or
as the Registered Holder (upon payment by the Registered Holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock (or other securities,
cash and/or property) then issuable upon exercise of this
Warrant.


      
        
           


        

        
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      (b)           Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft or
destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount reasonably satisfactory to the Company, or (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will
issue, in lieu thereof, a new Warrant of like tenor.

       

      10.           Notices.  All
notices and other communications from the Company to the Registered Holder in
connection herewith shall be mailed by certified or registered mail, postage
prepaid, or sent via a reputable nationwide overnight courier service
guaranteeing next business day delivery, to the address last furnished to the
Company in writing by the Registered Holder.  All notices and other
communications from the Registered Holder to the Company in connection herewith
shall be mailed by certified or registered mail, postage prepaid, or sent via a
reputable nationwide overnight courier service guaranteeing next business day
delivery, to the Company at its principal office set forth below.  If
the Company should at any time change the location of its principal office to a
place other than as set forth below, it shall give prompt written notice
to the Registered Holder and thereafter all references in this Warrant to
the location of its principal office at the particular time shall be as so
specified in such notice. All such notices and communications shall be deemed
delivered one business day after being sent via a reputable international
overnight courier service guaranteeing next business day delivery.

       

      11.           No Rights as
Stockholder.  Until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.  Notwithstanding the foregoing, in the
event (i) the Company effects a split of the Common Stock by means of a stock
dividend and the Purchase Price of and the number of Warrant Shares are adjusted
as of the date of the distribution of the dividend (rather than as of the record
date for such dividend), and (ii) the Registered Holder exercises this Warrant
between the record date and the distribution date for such stock dividend, the
Registered Holder shall be entitled to receive, on the distribution date, the
stock dividend with respect to the shares of Common Stock acquired upon such
exercise, notwithstanding the fact that such shares were not outstanding as of
the close of business on the record date for such stock dividend.

       

      12.           Amendment or
Waiver.  This Warrant may only be modified or amended or the
provisions hereof waived with the written consent of the Company and the
Registered Holder.

       

      13.           Section
Headings.  The section headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.

       

      14.           Governing
Law.  This Warrant will be governed by and construed in
accordance with the internal laws of the State of New York (without reference to
the conflicts of law provisions thereof).


      
        
           


        

        
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      15.           Facsimile Signatures.
This Warrant may be executed by facsimile signature.

      


      * * * * *
* *


      
        
           


        

        
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      EXECUTED
as of the Date of Issuance indicated above.

       

      
        
          
            
              	
                      HANA
      BIOSCIENCES, INC.

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Steven
      R. Deitcher

                    
	 
      	
                      President
      and Chief Executive
Officer

                    


            

          

        

      

      


       

      ATTEST:


      


      _________________________

      John P.
Iparraguirre

      Secretary

       

      
        
           


        

        
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      EXHIBIT
I

       

      PURCHASE
FORM

      


      To:          Hana
Biosciences,
Inc.                                                                                                Dated:____________

      7000 Shoreline Court, Suite
370

      South San Francisco, CA
94080

      


      The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.
B-__), hereby elects to purchase (check applicable
box):

       

      
        	
                 
      

              	
                ·

              	
                ____
      shares of the Common Stock covered by such Warrant;
  or

              


      

       

      
        	
                 
      

              	
                ·

              	
                ____
      the maximum number of shares of Common Stock covered by such Warrant
      pursuant to the cashless exercise procedure set forth in Section 1(b).

              


      

       

      The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share provided for in such Warrant.  Such payment takes
the form of (check applicable
box or boxes):

       

      
        	
                 
      

              	
                ·

              	
                $______
      in lawful money of the United States;
and/or

              


      

       

      
        	
                 
      

              	
                ·

              	
                the
      cancellation of such portion of the attached Warrant as is exercisable for
      a total of _____ Warrant Shares (using a Fair Market Value of $_____ per
      share for purposes of this calculation) ;
and/or

              


      

       

      
        	
                 
      

              	
                ·

              	
                the
      cancellation of such number of Warrant Shares as is necessary, in
      accordance with the formula set forth in Section 1(b), to
      exercise this Warrant with respect to the maximum number of Warrant Shares
      purchasable pursuant to the cashless exercise procedure set forth in Section 1(b).

              


      

       

      Signature: ______________________

       

      Address: _______________________

       

       _______________________


      
        
           


        

        
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      EXHIBIT
II

       

      ASSIGNMENT
FORM

       

      FOR VALUE
RECEIVED, ______________________________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the attached Warrant (No.
B-___) with respect to the number of shares of Common Stock of Hana Biosciences,
Inc. covered
thereby set forth below, unto:

       

      
        
          
            
              
                
                  	
                          Name of Assignee

                        	 	
                          Address

                        	 	
                          No. of Shares

                        
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


                

              

            

          

        

      

      Dated:_____________________

       

      Signature:________________________________

       

      Signature
Guaranteed:

       

      By:
_______________________

       

      The
signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended.


      
        
           


        

        
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