EXHIBIT
10.2

     

    INDEMNIFICATION
AGREEMENT

    


    THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is made
as of the 7th day of 2010
by and between Hana
Biosciences, Inc., a Delaware corporation (the “Company”), and [__________] (the “Indemnitee”).

     

    WHEREAS,
directors, officers, and other persons in service to corporations or business
enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would
have been brought only against the Company or business enterprise
itself;

     

    WHEREAS,
highly competent persons have become more reluctant to serve corporations as
directors, officers or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against risks
of claims and actions against them arising out of their service to and
activities on behalf of the corporation;

     

    WHEREAS,
the Board of Directors of the Company (the “Board of Directors”)
has determined that the increased difficulty in attracting and retaining such
persons is detrimental to the best interests of the Company’s stockholders and
that the Company should act to assure such persons that there will be increased
certainty of such protection in the future;

     

    WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they will serve or
continue to serve the Company free from undue concern that they will not be so
indemnified;

     

    WHEREAS,
although the Amended and Restated Certificate of Incorporation of the Company
(the “Certificate”) and the
Bylaws of the Company (the “Bylaws”) require
indemnification of the officers and directors of the Company under the
circumstances specified therein, and Indemnitee may also be entitled to
indemnification pursuant to the General Corporation Law of the State of Delaware
(“DGCL”), the
Certificate, the Bylaws and the DGCL expressly provide that the indemnification
provisions set forth therein are not exclusive, and thereby contemplate that
contracts may be entered into between the Company and members of the board of
directors, officers and other persons with respect to indemnification;
and

     

    WHEREAS,
this Agreement is a supplement to and in furtherance of the Certificate and the
Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a
substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.

     

    NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a director or
officer, or both, of the Company after the date hereof, the parties hereto agree
as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    1. 
         Definitions. 
For purposes of this Agreement:

     

    (a) 
         “Change in Control”
shall mean a change in control of the Company occurring after the date hereof of
a nature that would be required to be reported in response to Item 6(e) on
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act of 1934,
as amended (the “Act”), whether or not
the Company is then subject to such reporting requirement; provided, however, that,
without limitation, a Change in Control shall include: (i) the acquisition
(other than acquisition by or from the Company) after the date hereof by any
person, entity or “group,” within the meaning of Section 13(d)(3) or 14(d)(2) of
the Act (excluding, for this purpose, the Company or its subsidiaries, any
employee benefit plan of the Company or its subsidiaries that acquires
beneficial ownership of voting securities of the Company, and any qualified
institutional investor that meets the requirements of Rule 13d-1(b)(1)
promulgated under the Act) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Act), of 50% or more of either the then-outstanding
shares of common stock or the combined voting power of the Company’s
then-outstanding capital stock entitled to vote generally in the election of
directors; (ii) individuals who, as of the date hereof, constitute the Board of
Directors (the “Incumbent Board”)
ceasing for any reason to constitute at least a majority of the Board of
Directors, provided that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company’s stockholders
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the directors of the Company) shall
be, for purposes of this Agreement, considered as though such person were a
member of the Incumbent Board; or (iii) approval by the stockholders of the
Company of (A) a reorganization, merger or consolidation, in each case, with
respect to which persons who were the stockholders of the Company immediately
prior to such reorganization, merger or consolidation do not, immediately
thereafter, own more than 50% of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged, consolidated
or other surviving corporation’s then-outstanding voting securities, (B) a
liquidation or dissolution of the Company, or (C) the sale of all or
substantially all of the assets of the Company.

     

    (b) 
         “Corporate Status”
describes the status of a person who is or was a director, officer, employee,
agent or fiduciary of the Company or of any other corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or other
enterprise that such person is or was serving in a similar capacity at the
written request of the Company.

     

    (c) 
         “Disinterested
Director” means a director of the Company who is not and was not a party
to the Proceeding in respect of which indemnification is sought by
Indemnitee.

     

    (d) 
         “Enterprise” shall
mean the Company and any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise that
Indemnitee is or was serving at the written request of the Company as a
director, officer, employee, agent or fiduciary.

     

    (e) 
         “Expenses” shall
include all reasonable attorneys’ fees, retainers, disbursements of counsel,
court costs, filing fees, transcript costs, fees and expenses of experts,
witness fees and expenses, travel expenses, duplicating and imaging costs,
printing and binding costs, telephone charges, facsimile transmission charges,
computer legal research costs, postage, delivery service fees and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, as well as
all other “expenses” within the meaning of that term as used in Section 145 of
the General Corporation Law of the State of Delaware and all other disbursements
or expenses of types customarily and reasonably incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, being
or preparing to be a witness in, or otherwise participating in, actions, suits,
or proceedings similar to or of the same type as the Proceeding with respect to
which such disbursements or expenses were incurred; but, notwithstanding
anything in the foregoing to the contrary, “Expenses” shall not include amounts
of judgments, penalties, or fines actually levied against the Indemnitee in
connection with any Proceeding.  Expenses also shall include the foregoing
incurred in connection with any appeal resulting from any Proceeding, including
without limitation the premium, security for, and other costs relating to any
cost bond, supersede as bond, or other appeal bond or its
equivalent.

     

    
      
         

      

      
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    (f) 
         “Independent Counsel”
means a law firm, or a member of a law firm, that is experienced in matters of
corporation law and neither presently is, nor in the past five years has been,
retained to represent:  (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning
Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder.  Notwithstanding the
foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.

     

    (g) 
         “Proceeding” includes
any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation (including any internal
investigation), inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought by or in the right of the Company or
otherwise and whether civil, criminal, administrative or investigative, in which
Indemnitee was, is or will be involved as a party or otherwise, by reason of the
fact that Indemnitee is or was an officer or director of the Company, by reason
of any action taken by him or of any inaction on his part while acting as an
officer or director of the Company, or by reason of the fact that he is or was
serving at the request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust or other
Enterprise; in each case whether or not he is acting or serving in any such
capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement; including one pending on
or before the date of this Agreement, but excluding one initiated by an
Indemnitee pursuant to Section 7 of this
Agreement to enforce his rights under this Agreement.

     

    (h) 
         “Side Letter” means
that certain Fund Indemnitor Letter Agreement, dated as of the date hereof, by and among
Warburg Pincus Private Equity X,
L.P., Warburg Pincus X Partners, L.P. and the Company.

     

    (i)          
 References herein to “fines” shall not include any excise tax assessed
with respect to any employee benefit plan.

     

    (j) 
         References herein to a director of another
Enterprise or a director of an other Enterprise shall include, in the case of
any entity that is not managed by a board of directors, such other position,
such as manager or trustee or member of the governing body of such entity, that
entails responsibility for the management and direction of such entity’s
affairs, including, without limitation, the general partner of any partnership
(general or limited) and the manager or managing member of any limited liability
company.

     

    (k) 
         (i) References herein to serving at the
request of the Company as a director, officer, employee, agent, or fiduciary of
another Enterprise shall include any service as a director, officer, employee,
or agent of the Company that imposes duties on, or involves services by, such
director or officer with respect to an employee benefit plan of the Company or
any of its affiliates, other than solely as a participant or beneficiary of such
a plan; and (ii) if the Indemnitee has acted in good faith and in a manner such
the Indemnitee reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to
have acted in a manner not opposed to the best interests of the Company for
purposes of this Agreement.

     

    2. 
         Indemnity of
Indemnitee.  The Company hereby agrees to hold harmless and
indemnify Indemnitee to the fullest extent permitted by applicable law, as such
may be amended from time to time.  In furtherance of the foregoing
indemnification, and without limiting the generality thereof:

     

    
      
         

      

      
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    (a) 
         Proceedings Other Than
Proceedings by or in the Right of the Company.  Except as provided
in Section 9
hereof, Indemnitee shall be entitled to the rights of indemnification provided
in this Section
2(a) if, by reason of his Corporate Status, the Indemnitee is or was, or
is or was threatened to be made, a party to or is otherwise involved in any
Proceeding other than a Proceeding by or in the right of the Company to procure
a judgment in its favor.  Pursuant to this Section 2(a),
Indemnitee shall be indemnified against all Expenses, judgments, penalties,
fines, liabilities and amounts paid in settlement actually and reasonably
incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such
Proceeding or any claim, issue or matter therein, but only if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, and with respect to any
criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct
was unlawful.

     

    (b) 
         Proceedings by or in the
Right of the Company.  Except as provided in Section 9
hereof,  Indemnitee shall be entitled to the rights of indemnification
provided in this Section 2(b) if, by
reason of Indemnitee’s Corporate Status, the Indemnitee is or was, or is or was
threatened to be made, a party to or is or was otherwise involved in any
Proceeding brought by or in the right of the Company to procure a judgment in
its favor.  Pursuant to this Section 2(b),
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with
such Proceeding or any claim, issue or matter therein, but only if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company; provided, however, if
applicable law so provides, no indemnification for such Expenses shall be made
in respect of any claim, issue or matter in such Proceeding as to which the
Indemnitee shall have been adjudged liable to the Company unless (and only to
the extent that) the Court of Chancery of the State of Delaware or the court in
which such Proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
the Indemnitee is fairly and reasonably entitled to indemnity for such expenses
that the Court of Chancery or such other court shall deem proper.  Anything
in this Agreement to the contrary notwithstanding, if the Indemnitee, by reason
of the Indemnitee’s Corporate Status, is or was, or is or was threatened to be
made, a party to any Proceeding by or in the right of the Company to procure a
judgment in its favor, then the Company shall not indemnify the Indemnitee for
any judgment, fines, or amounts paid in settlement to the Company in connection
with such Proceeding.

     

    (c) 
         Overriding Right to
Indemnification if Successful on the Merits.  Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is or was, by
reason of his Corporate Status or otherwise, a party to and is or was
successful, on the merits or otherwise, in any Proceeding, he shall be
indemnified to the maximum extent permitted by applicable law, as such may be
amended from time to time, against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith.  If Indemnitee is not
wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee to the maximum extent
permitted by applicable law, as such may be amended from time to time, against
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with each successfully resolved claim, issue or
matter.  For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.

     

    3. 
         Contribution.

     

    (a) 
         To the fullest extent permissible under
applicable law, whether or not the indemnification provided in Section 2 hereof is
available, in respect of any threatened, pending or completed action, suit or
proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such action, suit or proceeding), the Company shall pay, in the
first instance, the entire amount of any judgment or settlement of such action,
suit or proceeding without requiring Indemnitee to contribute to such
payment, and the Company hereby waives and
relinquishes any right of contribution it may have against
Indemnitee.  The Company shall not enter into any settlement of any
action, suit or proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in such action, suit or proceeding) unless
such settlement provides for a full and final release of all claims asserted
against Indemnitee.

     

    
      
         

      

      
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    (b) 
         To the fullest extent permissible under
applicable law, without diminishing or impairing the obligations of the Company
set forth in the preceding subparagraph, if, for any reason, Indemnitee shall
elect or be required to pay all or any portion of any judgment or settlement in
any threatened, pending or completed action, suit or proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), the Company shall contribute to the amount of Expenses,
judgments, fines, liabilities and amounts paid in settlement actually and
reasonably incurred and paid or payable by Indemnitee in proportion to the
relative benefits received by the Company and all officers, directors or
employees of the Company, other than Indemnitee, who are jointly liable with
Indemnitee (or would be if joined in such action, suit or proceeding), on the
one hand, and Indemnitee, on the other hand, from the transaction from which
such action, suit or proceeding arose; provided, however, that the proportion
determined on the basis of relative benefit may, to the extent necessary to
conform to law, be further adjusted by reference to the relative fault of the
Company and all officers, directors or employees of the Company, other than
Indemnitee, who are jointly liable with Indemnitee (or would be if joined in
such action, suit or proceeding), on the one hand, and Indemnitee, on the other
hand, in connection with the events that resulted in such Expenses, judgments,
fines, liabilities or settlement amounts, as well as any other equitable
considerations which the law may require to be considered.  The relative
fault of the Company and all officers, directors or employees of the Company,
other than Indemnitee, who are jointly liable with Indemnitee (or would be if
joined in such action, suit or proceeding), on the one hand, and Indemnitee, on
the other hand, shall be determined by reference to, among other things, the
degree to which their actions were motivated by intent to gain personal profit
or advantage, the degree to which their liability is primary or secondary and
the degree to which their conduct is active or passive.

     

    (c) 
         The Company hereby agrees to fully indemnify
and hold Indemnitee harmless from any claim of contribution brought by officers,
directors or employees of the Company, other than Indemnitee, who may be jointly
liable with Indemnitee.

     

    (d) 
         To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, liabilities, penalties, excise taxes, amounts paid
or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as
the Board of Directors deems fair and reasonable in light of all of the
circumstances of such Proceeding in order to reflect (i) the relative benefits
received by the Company (together with its directors, officers, employees and
agents) and Indemnitee as a result of the event(s) and/or transaction(s) giving
cause to such Proceeding; and/or (ii) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).

     

    4. 
         Indemnification for Expenses
of a Witness.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is or was, by reason of his Corporate
Status or otherwise, a witness, or is or was made (or asked) to respond to
discovery requests, in any Proceeding to which Indemnitee is not a party, he
shall be indemnified to the fullest extent permissible under applicable law
against all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.

     

    
      
         

      

      
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    5. 
         Advancement of
Expenses.  Notwithstanding any other provision of this Agreement,
but subject to Section
8(e) hereof, the Company shall advance all Expenses incurred by or on
behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s
Corporate Status or otherwise within thirty (30) calendar days after the receipt
by the Company of a statement or statements from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding.  Such statement or statements shall
reasonably evidence the Expenses incurred by or on behalf of Indemnitee and for
which advancement is requested, and shall include or be preceded or accompanied
by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced
if it shall finally be determined (under the procedures, and subject to the
presumptions, set forth in Section 6 and Section 7 hereof)
that Indemnitee is not entitled to be indemnified against such Expenses. 
Such undertaking shall be sufficient for purposes of this Section 5 if it is
substantially in the form attached hereto as Exhibit A.  Any
advances and undertakings to repay pursuant to this Section 5 shall be
unsecured and interest-free.  The Indemnitee shall be
entitled to advancement of Expenses as provided in this Section 5 regardless
of any determination by or on behalf of the Company that the Indemnitee has not
met the standards of conduct set forth in Sections 2(a) and
2(b)
hereof. 

     

    6. 
         Procedures and Presumptions
for Determination of Entitlement to Indemnification.  It is the
intent of this Agreement to secure for Indemnitee rights of indemnity that are
as favorable as may be permitted under the DGCL and public policy of the State
of Delaware.  Accordingly, the parties agree that the following procedures
and presumptions shall apply in the event of any question as to whether
Indemnitee is entitled to indemnification under this Agreement:

     

    (a) 
         Indemnitee shall give the Company notice in
writing as soon as practicable of any claim made against Indemnitee for which
indemnification will or could be sought under this Agreement.  To obtain
indemnification under this Agreement, the Indemnitee shall submit to the Company
a written request for indemnification, including therein or therewith, except to
the extent previously provided to the Company in connection with a request or
requests for advancement pursuant to Section 5 hereof, a
statement or statements reasonably evidencing all Expenses incurred or paid by
or on behalf of the Indemnitee and for which indemnification is requested,
together with such documentation and information as is reasonably available to
Indemnitee and as is reasonably necessary for the Company to determine whether
and to what extent Indemnitee is entitled to indemnification.  The
Secretary of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that Indemnitee has
requested indemnification.  Failure to provide any notice required hereby
shall not impair Indemnitee’s rights of indemnification and contribution under
this Agreement except to the extent that such failure to provide notice actually
and materially prejudices the rights of the Company to defend any action or
proceeding which is the basis of the claimed indemnification.

     

    (b) 
         Upon written request by Indemnitee for
indemnification pursuant to the second sentence of Section 6(a) hereof, a
determination with respect to Indemnitee’s entitlement thereto shall be made by
the following person or persons, who shall be empowered to make such
determination: (i) if a Change in Control shall have occurred, by Independent
Counsel (unless Indemnitee shall request in writing that such determination be
made by the Board of Directors (or a committee thereof) in the manner provided
for in clause (ii) of this Section 6(b)) in a written
opinion to the Board of Directors, a copy of which shall be delivered to
Indemnitee; or (ii) if a Change of Control shall not have occurred, (A)(1) by
Independent Counsel, if Indemnitee shall request in writing that such
determination be made by Independent Counsel upon making his or her request for
indemnification pursuant to the second sentence of Section 6(a), (2) by
the Board of Directors of the Company, by a majority vote of Disinterested
Directors even though less than a quorum, or (3) by a committee of Disinterested
Directors designated by majority vote of Disinterested Directors, even though
less than a quorum, or (B) if there are no such Disinterested Directors or, even
if there are such Disinterested Directors, if the Board of Directors, by the
majority vote of Disinterested Directors, so directs, by Independent Counsel in
a written opinion to the Board of Directors, a copy of which shall be delivered
to Indemnitee.

     

    
      
         

      

      
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    (c) 
         If the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof,
the Independent Counsel shall be selected by the Board of Directors and approved
by Indemnitee.  Upon failure of the Board of Directors to so select, or
upon the failure of Indemnitee to so approve, such Independent Counsel within 20
days after submission by Indemnitee of a written request for indemnification
pursuant to Section
6(a) hereof, the Independent Counsel shall be selected by the Court of
Chancery of the State of Delaware or such other person or body as the Indemnitee
and the Company may agree in writing.  Such determination of entitlement to
indemnification shall be made not later than forty-five (45) days after receipt
by the Company of a written request for indemnification.  If the person
making such determination shall determine that Indemnitee is entitled to
indemnification as to part (but not all) of the application for indemnification,
such person shall reasonably pro-rate such part of indemnification among such
claims, issues or matters.  If it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten (10)
days after such determination.  The Company shall pay any and all
reasonable fees and expenses of Independent Counsel incurred by such Independent
Counsel in connection with acting pursuant to Section 6(b) hereof,
and the Company shall pay all reasonable fees and expenses incident to the
procedures of this Section 6(c),
regardless of the manner in which such Independent Counsel was selected or
appointed.

     

    (d) 
         In connection with any determination
(including a determination by the Court of Chancery of the State of Delaware (or
other court of competent jurisdiction)) with respect to entitlement to
indemnification hereunder, the burden of proof shall be on the Company to
establish that Indemnitee is not entitled to indemnification and any decision
that Indemnitee is not entitled to indemnification must be supported by clear
and convincing evidence.  The failure of the Company (including by its
directors or Independent Counsel) to have made a determination prior to the
commencement of any action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, or an actual determination by the Company (including by its
directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall not be a defense to the action or create a
presumption that Indemnitee has not met the applicable standard of
conduct.

     

    (e) 
         In making a determination with respect to
whether Indemnitee acted in good faith and in a manner that Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company, the person or persons or entity making such determination shall presume
that Indemnitee acted in good faith and in a manner that Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company. 
Anyone seeking to overcome this presumption shall have the burden of proof and
any decision that Indemnitee is not entitled to indemnification must be
supported by clear and convincing evidence.  Any action, or failure to act,
by Indemnitee based on Indemnitee’s good faith reliance on the records or books
of account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the officers of the Enterprise in the course of their
duties, or on the advice of legal counsel for the Enterprise or on information
or records given or reports made to the Enterprise by an independent certified
public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise shall not, in and of itself, constitute grounds for an
adverse determination with respect to whether Indemnitee acted in good faith and
in a manner that Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company.  In addition, the knowledge and/or actions,
or failure to act, of any director, officer, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to
indemnification under this Agreement.

     

    
      
         

      

      
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    (f) 
         If the person, persons or entity empowered or
selected under this Section 6 to
determine whether Indemnitee is entitled to indemnification shall not have made
a determination within sixty (60) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law; provided, however, that such
sixty (60)-day period may be extended for a reasonable time, not to exceed an
additional thirty (30) days, if the person, persons or entity making such
determination with respect to entitlement to indemnification in good faith
requires such additional time to obtain or evaluate documentation and/or
information relating thereto.

     

    (g) 
         Indemnitee shall cooperate with the person,
persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. 
Any Independent Counsel or member of the Board of Directors shall act reasonably
and in good faith in making a determination regarding the Indemnitee’s
entitlement to indemnification under this Agreement.  Any costs or expenses
(including attorneys’ fees and disbursements) incurred by Indemnitee in so
cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby agrees to indemnify and
hold Indemnitee harmless therefrom.

     

    (h) 
         The Company acknowledges that a settlement or
other disposition short of final judgment may be successful if it permits a
party to avoid expense, delay, distraction, disruption and uncertainty.  In
the event that any Proceeding to which Indemnitee is or becomes a party is
resolved in any manner other than by adverse judgment against Indemnitee
(including, without limitation, settlement of such action, claim or proceeding
with or without payment of money or other consideration) it shall be presumed
that Indemnitee has been successful on the merits or otherwise in such
Proceeding.  Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion by clear and convincing
evidence.

     

    (i) 
         The termination of any Proceeding or of any
claim, issue or matter therein, by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not (except as otherwise
expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to
indemnification under this Agreement or create a presumption that
Indemnitee did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company or, with
respect to any criminal Proceeding, that Indemnitee had reasonable cause to
believe that his conduct was unlawful.

     

    7. 
         Remedies of
Indemnitee.

     

    (a) 
         In the event that (i) a determination is made
pursuant to Section
6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant
to Section 5 of
this Agreement, (iii) no determination of entitlement to indemnification is made
pursuant to Section
6(b) of this Agreement within ninety (90) days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is
not made pursuant to this Agreement within fifty-five (55) days after receipt by
the Company of a written request therefor or (v) payment of indemnification is
not made within ten (10) days after a determination has been made that
Indemnitee is entitled to indemnification or such determination is deemed to
have been made pursuant to Section 6 of this
Agreement, Indemnitee shall be entitled to an adjudication in an appropriate
court of the State of Delaware, or in any other court of competent jurisdiction,
of Indemnitee’s entitlement to such indemnification and/or advancement of
Expenses.  The Company shall not oppose Indemnitee’s right to seek any such
adjudication.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    (b) 
         In the event that a determination shall have
been made pursuant to Section 6(b) of this
Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 7 shall be
conducted in all respects as a de novo trial on the merits, and Indemnitee shall
not be prejudiced by reason of the adverse determination under Section
6(b).

     

    (c) 
         If a determination shall have been made
pursuant to Section
6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding
commenced pursuant to this Section 7, absent (i)
a misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s misstatement not materially misleading in
connection with the application for indemnification, or (ii) a prohibition of
such indemnification under applicable law.

     

    (d) 
         In the event that (a) the Indemnitee commences
a proceeding seeking (1) to establish or enforce the Indemnitee’s entitlement to
indemnification or advancement pursuant to this Agreement, (2) to otherwise
enforce Indemnitee’s rights under or to interpret the terms of this Agreement,
(3) to recover damages for breach of this Agreement, (4) to establish or enforce
Indemnitee’s entitlement to indemnification or advancement pursuant to the
Certificate or the Bylaws, or (5) to enforce or interpret the terms of any
liability insurance policy maintained by the Company (each such proceeding an
“Indemnitee Enforcement Proceeding”), or (b) the Company commences a proceeding
against the Indemnitee seeking (1) to recover, pursuant to an undertaking or
otherwise, amounts previously advanced to Indemnitee, (2) to enforce the
Company’s rights under or to interpret the terms of this Agreement, or (3) to
recover damages for breach of this Agreement (each such proceeding a “Company
Enforcement Proceeding” and together with each form of Indemnitee Enforcement
Proceeding, an “Enforcement Proceeding”), then the Indemnitee shall be entitled
to recover from the Company, and shall be indemnified by the Company against,
any and all Expenses actually and reasonably incurred by or on behalf of such
Indemnitee in connection with such Enforcement Proceeding, provided, however, if
applicable law so provides, no indemnification against such Expenses shall be
made in respect of any claim, issue or matter in such Proceeding on which
Indemnitee does not prevail, unless (and only to the extent that) the Court of
Chancery of the State of Delaware or the court in which such Proceeding was
brought shall determine upon application that, despite the adjudication in
respect of such claim, issue or matter but in view of all the circumstances of
the case, the Indemnitee is fairly and reasonably entitled to indemnity for such
expenses that the Court of Chancery or such other court shall deem proper. 
The Company also shall be required to advance all Expenses actually and
reasonably incurred by or on behalf of the Indemnitee in connection with any
Enforcement Proceeding in advance of the final disposition of such proceeding
within thirty (30) days after the receipt by the Company of a written request
for such advance or advances from time to time, which request shall include or
be accompanied by a statement or statements reasonably evidencing the Expenses
incurred by or on behalf of the Indemnitee and for which advancement is
requested; provided, however, that any such advancement shall be made only after
the Company receives an undertaking by or on behalf of the Indemnitee to repay
any Expenses so advanced if it shall be finally determined that Indemnitee is
not entitled to be indemnified against such Expenses.

     

    (e) 
         The Company shall be precluded from asserting
in any judicial proceeding commenced pursuant to this Section 7 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court that the Company is bound by
all the provisions of this Agreement.  

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    (f) 
         Notwithstanding anything in this Agreement to
the contrary, no determination as to entitlement to indemnification under this
Agreement shall be required to be made prior to the final disposition of the
Proceeding.

     

    8. 
         Notification and Defense of
Claim.  Promptly after receipt by Indemnitee of notice of any
Proceeding, Indemnitee will notify the Company in writing of the commencement
thereof; but the omission to so notify the Company will not relieve it from any
liability that it may have to Indemnitee.  Notwithstanding any other
provision of this Agreement, with respect to any such Proceeding of which
Indemnitee notifies the Company:

     

    (a)           Except
as otherwise provided in this Section 8, to the extent that it may wish,
the Company may, separately or jointly with any other indemnifying party, assume
the defense of a Proceeding, with legal counsel reasonably acceptable to the
Indemnitee.  After notice from the Company to Indemnitee of its election to
assume the defense of the Proceeding, approval of such counsel by the Indemnitee
and the retention of such counsel by the Company, the Company shall not be
liable to Indemnitee under this Agreement for any Expenses subsequently incurred
by Indemnitee except as otherwise provided below.  Indemnitee shall have
the right to employ Indemnitee’s own counsel in such Proceeding, but the fees
and expenses of such counsel incurred after notice from the Company of its
assumption of the defense thereof shall be at the expense of Indemnitee unless
(i) the employment of counsel by Indemnitee has been authorized by the
Company, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and Indemnitee in
the conduct of the defense of the Proceeding, or (iii) the Company shall
not within sixty (60) calendar days of receipt of notice from Indemnitee in fact
have employed counsel to assume the defense of the Proceeding, in each of which
cases the fees and expenses of counsel for the Indemnitee shall be at the
expense of the Company.

     

    (b)           The
Company shall not be entitled, without the consent of the Indemnitee, to assume
the defense of any Proceeding brought by or on behalf of the Company, or as to
which counsel for the Indemnitee shall have reasonably made the conclusion
provided for in subparagraph (a)(ii) above.

     

    (c) 
          Regardless of whether the Company has assumed
the defense of a Proceeding, the Company shall not be liable to indemnify
Indemnitee under this Agreement for any amounts paid in settlement of any
Proceeding effected without the Company’s written consent, and the Company shall
not settle any Proceeding in any manner that would impose any penalty or
limitation on, or require any payment from, Indemnitee without Indemnitee’s
written consent.  Neither the Company nor Indemnitee will unreasonably
withhold or delay its consent to any proposed settlement.

     

    9. 
         Non-Exclusivity; Survival of
Rights; Insurance; Subrogation.

     

    (a) 
         The rights of indemnification as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Certificate,
the Bylaws, any agreement, a vote of stockholders, a resolution of directors or
otherwise.  No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his
Corporate Status or otherwise prior to such amendment, alteration or
repeal.  To the extent that a change in the DGCL, whether by statute or
judicial decision, permits greater indemnification than would be afforded
currently under the Certificate, the Bylaws and this Agreement, it is the intent
of the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change.  No right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right
and remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy.  Notwithstanding
anything in this Agreement to the contrary, the indemnification and contribution
provided for in this Agreement will remain in full force and effect regardless
of any investigation made by or on behalf of Indemnitee or any of Indemnitee’s
agents.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    (b) 
         To the extent that the Company maintains an
insurance policy or policies providing liability insurance for directors,
officers, employees, or agents or fiduciaries of the Company or of any other
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other Enterprise that such person serves at the request
of the Company, Indemnitee shall be covered by such policy or policies in
accordance with its or their terms to the maximum extent of the coverage
available for any director, officer, employee, agent or fiduciary under such
policy or policies.  If, at the time of the receipt of a notice of a claim
pursuant to the terms hereof, the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of the commencement of
such Proceeding to the insurers in accordance with the procedures set forth in
the respective policies.  The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms
of such policies.

     

    (c) 
         Except as otherwise agreed between the
Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on
the other, including pursuant to the Side Letter, in the event of any payment to
or on behalf of the Indemnitee under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers reasonably required and take all action
reasonably necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such
rights.

     

    (d) 
         Except as otherwise agreed between the
Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on
the other, including pursuant to the Side Letter, the Company shall not be
liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that Indemnitee has otherwise
actually received such payment under any Company insurance policy, Company
contract, Company agreement or otherwise (except to the extent that Indemnitee
is required (by court order or otherwise) to return such payment or to surrender
it to the Company).

     

    (e) 
         Except as otherwise agreed between the
Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee, on
the other, including pursuant to the Side Letter, the Company’s obligation to
indemnify or advance Expenses hereunder to Indemnitee who is or was serving at
the request of the Company as a director, officer, employee or agent of any
other corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other Enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification or advancement of expenses
from such other corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise (except to the extent
that Indemnitee is required (by court order or otherwise) to return such payment
or to surrender it to the Company).

     

    10. 
         Exception to Right of
Indemnification.  Notwithstanding any provision in this Agreement,
the Company shall not be obligated under this Agreement to make any indemnity in
connection with any claim made against Indemnitee:

     

    (a) 
         for which payment has actually been made to or
on behalf of Indemnitee under any insurance policy, or other indemnity provision
or otherwise, except with respect to any excess beyond the amount so paid, and
except as may otherwise be agreed between the Company, on the one hand, and
Indemnitee or another indemnitor of Indemnitee, on the other;

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    (b) 
         for an accounting of profits made from the
purchase and sale (or sale and purchase) by Indemnitee of securities of the
Company within the meaning of Section 16(b) of the Act, as amended, or similar
provisions of state statutory law or common law; or

     

    (c) 
         in connection with any Proceeding (or any part
of any Proceeding) initiated by Indemnitee, including any Proceeding (or any
part of any Proceeding) initiated by Indemnitee against the Company or any of
its direct or indirect subsidiaries or the directors, officers, employees or
other indemnitees of the Company or its direct or indirect subsidiaries (other
than any Proceeding initiated by Indemnitee pursuant to Section 7(d), 
which shall be governed by the terms of such section), unless (i) the Board of
Directors of the Company authorized the Proceeding (or any part of any
Proceeding) prior to its initiation or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.

     

    11.         
Duration of
Agreement.  All agreements and obligations of the Company contained
herein shall continue until six (6) years after the end of any period Indemnitee
is an officer or director of the Company (or is or was serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other
Enterprise) but shall continue thereafter so long as Indemnitee shall be subject
to any Proceeding (or any proceeding commenced under Section 7 hereof) by
reason of his Corporate Status or otherwise, whether or not he is acting or
serving in any such capacity at the time any liability or expense is incurred
for which indemnification can be provided under this Agreement, notwithstanding
such six (6) year period.  This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets
of the Company), assigns, spouses, heirs, executors and personal and legal
representatives.

     

    12.         
Security. 
To the extent requested by Indemnitee and approved by the Board of Directors of
the Company, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations hereunder through an irrevocable
bank line of credit, funded trust or other collateral.  Any such security,
once provided to Indemnitee, may not be revoked or released without the prior
written consent of the Indemnitee.

     

    13.         
Enforcement.

     

    (a) 
         The Company expressly confirms and agrees that
it has entered into this Agreement and assumes the obligations imposed on it
hereby in order to induce Indemnitee to serve as an officer or director of the
Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving as an officer or director of the Company.

     

    (b) 
         This Agreement, in conjunction with the Side
Letter, constitutes the entire agreement between the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof.

     

    (c) 
         The Company represents that this Agreement has
been approved by the Company’s Board of Directors and stockholders.

     

    14.         
Severability. 
The invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other provision hereof. 
Without limiting the generality of the foregoing, this Agreement is intended to
confer upon Indemnitee indemnification rights to the fullest extent permitted by
applicable laws.  In the event any provision hereof conflicts with any
applicable law, such provision shall be deemed modified, consistent with the
aforementioned intent, to the extent necessary to resolve such
conflict.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    15.          Modification and
Waiver.  No supplement, modification, termination or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing
waiver.

     

    16.          Notice By
Indemnitee.  Indemnitee agrees promptly to notify the Company in
writing upon being served with or otherwise receiving any summons, citation,
subpoena, complaint, indictment, information or other document relating to any
Proceeding or matter which may be subject to indemnification covered
hereunder.  The failure to so notify the Company shall not relieve the
Company of any obligation which it may have to Indemnitee under this Agreement
or otherwise unless and only to the extent that such failure or delay materially
prejudices the Company.

     

    17.          Disclosure of
Payments.  Except as expressly required by any law, neither party
shall publicly disclose any payments under this Agreement unless prior approval
of the other party is obtained.

     

    18.          Notices.  Unless otherwise provided herein, any notice required or
permitted under this Agreement shall be deemed effective upon the earlier of (a) actual receipt,
or (b) (i) one (1) business day after the date of delivery by confirmed
facsimile transmission, (ii) one (1) business day after the business day of deposit with a nationally
recognized overnight courier service for next day
delivery, freight prepaid, or (iii) three (3) business days after deposit with
the United States Post Office for delivery
by registered or certified mail, postage
prepaid.  Any such notice shall be in writing and shall be
addressed to the party to be
notified at the address indicated for such
party indicated on the signature pages or exhibits hereto, as otherwise set
forth in this Section 18, or at such other address as such party may designate
by ten (10) days’ advance written notice to the other parties.  All
communications shall be sent:

     

    (a)          To
Indemnitee at the address set forth below Indemnitee’s signature
hereto;

     

    (b)          To
the Company at:

     

    7000
Shoreline Court

    Suite
370

    South San
Francisco, CA 94080

    
      	
               
      

            	
              Attention: 
      Chief Executive Officer

            


    

    
      	
               
      

            	
              Facsimile:
      (650) 228-2754

            


    

     

    With a
copy (which shall not constitute notice) to:

     

    Fredrikson
& Byron, P.A.

    200 South
Sixth Street, Suite 4000

    Minneapolis,
MN  55402

    
      Attention:
Christopher
J. Melsha, Esq.

    

    
      	
               
      

            	
              Facsimile: 
      (612) 492-7077

            


    

     

    or to
such other address as may have been furnished to Indemnitee by the Company or to
the Company by Indemnitee, as the case may be.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

       

    

    19. 
         Counterparts. 
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same Agreement.  This Agreement may also be executed and delivered by
facsimile or electronic signature.

     

    20. 
         Headings.  The
headings of the sections and subsections of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.

     

    21. 
         Governing Law and Consent to
Jurisdiction.  This Agreement and the legal relations among the
parties shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware, without regard to its conflict of laws
rules.  The Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with
this Agreement shall be brought only in the Chancery Court of the State of
Delaware (the “Delaware Court”), and
not in any other state or federal court in the United States of America or any
court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any action or proceeding arising out of or
in connection with this Agreement, (iii) consent to service of any summons and
complaint and any other process that may be served in any action, suit, or
proceeding arising out of or relating to this Agreement by mailing by certified
or registered mail, with postage prepaid, copies of such process to such party
at its address for receiving notice pursuant to Section 17 hereof,
(iv) waive any objection to the laying of venue of any such action or proceeding
in the Delaware Court, and (v) waive, and agree not to plead or to make, any
claim that any such action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum.  Nothing herein shall
preclude service of process by any other means permitted by applicable
law.

     

    22. 
         Assignment. 
Neither party hereto may assign this Agreement without the prior written consent
of the other party; provided, however, that the Company may assign this
Agreement upon a Change in Control, and Indemnitee may assign its rights under
this Agreement to Warburg Pincus Private Equity X, L.P., Warburg Pincus X
Partners, L.P. and their respective affiliates without prior written
consent.

     

    23. 
         Construction. 
The parties acknowledge that both parties have contributed to the drafting of
this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or
document.

     

    [signature page
follows]

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


     
         IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.

      

    INDEMNITEE:

    


    Signature: 
         
                     
                   


    


    Name: 

    


    
      
        	
                Address:

              	
                c/o
      Warburg Pincus & Co.

              
	 
      	
                450
      Lexington Avenue

              
	 
      	
                New
      York, NY 10017

              


      

    

     

    COMPANY:

    


    Hana
Biosciences, Inc.

    


    
      
        	
                By:

              	
                 

              
	 
      	 
      
	
                Name:

              	 
      
	
                Title:

              	 
      


      

    

     

    [Signature
Page to Indemnification Agreement]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    UNDERTAKING

     


    Reference is hereby made to that
certain Indemnification Agreement, by and between Hana Biosciences, Inc., a
Delaware corporation (the “Company”), and the
undersigned, dated as of [●] (the “Indemnification
Agreement”).  All initially capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the
Indemnification Agreement.

    


    Pursuant to the Indemnification
Agreement, I, ___________________________________________________, agree to
reimburse the Company for all Expenses paid to me or on my behalf by the Company
in connection with my involvement in [name or description of proceeding or
proceedings], in the event, and to the extent, that it shall ultimately
be determined (pursuant to the terms of the Indemnification Agreement) that I am
not entitled to be indemnified by the Company for such Expenses.

    


    
      
        
          
            	
                    Signature
      _____________________________

                  
	 
      
	
                    Typed
      Name __________________________

                  


          

        

      

    

     

    __________________ ) ss:

    


    Before me
______________________,
on this day personally appeared ___________________,
known to me to be the person whose name is subscribed to the foregoing
instrument, and who, after being duly sworn, stated that the contents of said
instrument is to the best of his/her knowledge and belief true and correct and
who acknowledged that he/she executed the same for the purpose and consideration
therein expressed.

    


    GIVEN
under my hand and official seal at ________, this _______ day of ___________,
200__.

     

    
      
        
          	
                  ________________________________

                
	
                  Notary
      Public

                


        

      

    

     

    My
commission expires:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    HANA
BIOSCIENCES, INC.

    7000
Shoreline Court

    Suite
370

    South
San Francisco, CA 94080

    June 7,
2010

     

    Warburg
Pincus Private Equity X, L.P.

    Warburg
Pincus X Partners, L.P.

    c/o
Warburg Pincus LLC.

    450
Lexington Avenue

    New York,
NY 10017

    Attention: 
Jonathan Leff

    Managing
Director

     

    Re: 
Priority of
Indemnification Obligations

     

    Ladies
and Gentlemen:

     

    Reference
is made to that certain Investment Agreement, dated as of the date hereof (as
the same may be amended from time to time, the “Investment
Agreement”), by and among Hana Biosciences, Inc., a Delaware corporation
(the “Company”), you and
certain other investors listed therein, and to the several indemnification
agreements, dated as of the date hereof, by and between the Company and each of
the WP Purchaser Designees (as the same may be amended from time to time and
including any additional agreement or documents providing for indemnification of
any WP Purchaser Designees by the Company that may exist in the future, the
“Indemnification
Agreements”).  All initially capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the
Indemnification Agreements or the Investment Agreement, as
applicable.

     

    The
Company hereby acknowledges that, in addition to the rights provided to the WP
Purchaser Designees pursuant to the Indemnification Agreements, the Certificate
and the Bylaws (as beneficiaries of such rights each WP Purchaser Designee is
herein referred to as a “WP Director Indemnitee”), the WP
Director Indemnitees may have certain rights to indemnification and/or
advancement of expenses provided by, and/or insurance obtained by, Warburg
Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P. and/or certain of
their affiliates, whether now or in the future (collectively, the “Fund
Indemnitors”).  Notwithstanding anything to the contrary in any of
the Indemnification Agreements or the Investment Agreement, the Company hereby
agrees that, with respect to its indemnification and advancement obligations to
the WP Director Indemnitees under the Indemnification Agreements, the
Certificate, the Bylaws or otherwise, the Company (i) is the indemnitor of first
resort (i.e., its obligations to indemnify the WP Director Indemnitees are
primary and any obligation of the Fund Indemnitors or their insurers to advance
expenses or to provide indemnification for the same expenses or liabilities
incurred by any of the WP Director Indemnitees is secondary and excess), (ii)
shall be required to advance the full amount of Expenses incurred by each WP
Director Indemnitee and shall be liable for the full amount of all Expenses,
judgments, penalties, fines and amounts paid in settlement by each WP Director
Indemnitee or on his or her behalf to the extent legally permitted and as
required by the Certificate, the Bylaws and the Indemnification Agreements,
without regard to any rights such WP Director Indemnitees may have against the
Fund Indemnitors or their insurers, and (iii) irrevocably waives, relinquishes
and releases the Fund Indemnitors and such insurers from any and all claims
against the Fund Indemnitors or such insurers for contribution, by way of
subrogation or any other recovery of any kind in respect thereof.  In
furtherance and not in limitation of the foregoing, the Company agrees that in
the event that any Fund Indemnitor or its insurer should advance any expenses or
make any payment to a WP Director Indemnitee for matters subject to advancement
or indemnification by the Company pursuant to an Indemnification Agreement, the
Certificate, the Bylaws or otherwise, the Company shall promptly reimburse such
Fund Indemnitor or insurer and that such Fund Indemnitor or insurer shall be
subrogated to all of the claims or rights of such WP Director Indemnitee under
the Indemnification Agreements, the Certificate, the Bylaws or otherwise
including to the payment of expenses in an action to collect.  The
Company agrees that any Fund Indemnitor or its insurer not a party hereto shall
be an express third party beneficiary of this letter agreement, able to enforce
such letter agreement according to its terms.  Nothing contained in
the Indemnification Agreements is intended to limit the scope of this letter
agreement or the rights of the Fund Indemnitors or their insurers
hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Except as
otherwise provided herein, this letter agreement contains the entire agreement
between the parties hereto on the subject hereof, and this letter agreement may
not be changed, amended, modified, or altered, except by written agreement
signed by all the parties hereto.  The parties hereto acknowledge that
this letter agreement was drafted jointly by the parties, and its terms shall
not be construed against any party.

     

    This
letter agreement may be executed and delivered (including, without limitation,
by facsimile transmission) in counterparts, each of which shall be deemed an
original, but all of which shall constitute the same instrument.

     

    The
parties hereto agree that this letter agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to applicable principles of conflicts of law to the extent that the
application of another jurisdiction would be required thereby.

     

    [Signature
Page Follows]

     

    
      
         


      

      
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    If you
are in agreement with the terms set forth above, please sign this letter
agreement in the space provided below and return an executed copy to the
undersigned.

    


    
      
        
          	
                  Very
      truly yours,

                
	
                  HANA
      BIOSCIENCES, INC.

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    AGREED
AND ACKNOWLEDGED

    AS OF THE
DATE FIRST SET FORTH ABOVE

    


    WARBURG
PINCUS PRIVATE EQUITY X, L.P.

    By:   Warburg
Pincus X L.P., its General Partner

          By:   Warburg
Pincus X LLC, its General Partner

                   By:   Warburg
Pincus Partners LLC, its Sole Member

                         By:   Warburg
Pincus & Co., its Managing Member

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    WARBURG
PINCUS X PARTNERS, L.P.

    By:   Warburg
Pincus X L.P., its General Partner

          By:   Warburg
Pincus X LLC, its General Partner

                   By:   Warburg
Pincus Partners LLC, its Sole Member

                         By:   Warburg
Pincus & Co., its Managing Member

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
         


      

      
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