EX-10.45








    EXHIBIT 10.45



 




    AMENDMENT
    #2 TO THE

    CLINICAL TRIAL AGREEMENT BETWEEN

    VION PHARMACEUTICALS, INC. AND THE

    DIVISION OF CANCER TREATMENT AND DIAGNOSIS, NCI

    DATED JANUARY 8, 2008



 



    The purpose of this Amendment #2, effective as of the last
    date signed below (“Effective Date”), is to change
    certain terms of the above referenced Clinical Trials Agreement
    (“CTA”). These changes are reflected below and except
    for these changes and those of any previous Amendments, all
    other provisions of the original CTA remain in full force and
    effect. Two originals of this Amendment #2 are provided for
    execution; one is to remain with the National Cancer Institute
    and one is to remain with Vion Pharmaceuticals, Inc.



 



    1. The term of the CTA is extended for three (3) years
    such that the CTA will expire on January 9, 2011.



 



    2. Article 3, “INDs” is hereby amended by
    adding the following paragraph to the end of Article 3:



 



    CTEP/DCTD utilizes contract services for assistance in the
    distribution of IND amendments for DCTD-sponsored clinical
    trials. Collaborator will be responsible for the costs
    associated with the receipt of a copy of all IND amendments.
    Collaborator will be invoiced directly by the contractor for the
    costs associated with preparing, submitting, and distributing
    copies of IND amendments.



 



    3. Article 6, “Drug Information and Supply”
    is hereby amended to add the following paragraph to the end of
    Article 6:



 



    CTEP/DCTD utilizes contract services for assistance in the
    distribution of IBs for DCTD-sponsored clinical trials.
    Collaborator will be responsible for the costs associated with
    providing copies of the IBs to NCI registered investigators
    participating in clinical trials which are part of this CTA.
    Collaborator will be invoiced directly by the contractor for the
    costs associated with IB distribution.



 




    SIGNATURES
    APPEAR ON THE NEXT PAGE
    




    

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    ACCEPTED AND AGREED TO:



 


	 	 	 
	

    For the National Cancer Institute:


	
 
	
 

	
 
	
 
	
 

	

    /s/  James
    Doroshow



	
 
	
    December 14, 2007

	
    

	
 
	
    


	

    James Doroshow, M.D. 


	
 
	
    Date

	

    Director, Division of Cancer Treatment and Diagnosis


	
 
	
 









 



    Address correspondence related to this Amendment to:




    Sherry Ansher, Ph.D.




    Cancer Therapy Evaluation Program




    National Cancer Institute




    6130 Executive Blvd., Suite 7111




    Rockville, MD 20852



 


	 	 	 
	

    For Vion Pharmaceuticals, Inc.:


	
 
	
 

	
 
	
 
	
 

	

    /s/  Ann
    Cahill



	
 
	
    January 8, 2008

	
    

	
 
	
    


	

    (name)          Ann
    Cahill


	
 
	
    Date

	

    (title)           VP,
    Clinical Development


	
 
	
 









 



    Address correspondence related to this Amendment #2 to:



 



    Address          Ann
    Cahill, VP, Clinical Development



 



    Address          Vion
    Pharmaceuticals, Inc.



 



    Address          Four
    Science Park



 



    Address          New
    Haven, CT 06511




    

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