Exhibit
      10.3

    ESCROW
      AGREEMENT

    


    THIS
      AGREEMENT
      dated as
      of the 16th day of March, 2006,

     

    AMONG:

     

    HANA
      BIOSCIENCES, INC., of
      Suite
      215, 400
      Oyster Point Boulevard, South San Francisco, California, USA 94080

     

    (“Hana”)

     

    AND:

     

    INEX
      PHARMACEUTICALS CORPORATION,
      of 700 -
      8900 Glenlyon Parkway, Burnaby, British Columbia, V5J 5J8

     

    (“Inex”)

     

    AND:

     

    LMLS
      SERVICES INC., of
      1500 -
      1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7

     

    (“Escrow
      Agent”)

     

    WHEREAS:

     

    (A) Hana
      and
      Inex have entered into a Letter of Intent (the “Letter
      of Intent”)
      dated
      concurrently herewith which sets out their respective intentions to enter into
      certain license and other agreements; and

     

    (B) Under
      the
      Letter of Intent, Hana and Inex have agreed to place the Escrow Deposits (as
      defined herein), in escrow with Escrow Agent;

     

    NOW
      THEREFORE
      the
      parties hereto agree as follows:

     

    
      	
              1.

            	
              Definitions

            


    

     

    Capitalized
      terms used but not defined herein will have the meanings ascribed to such terms
      in the Letter of Intent, unless a contrary intention appears.

     

    
      	
              2.

            	
              Appointment

            


    

     

    Inex
      and
      Hana hereby appoint Escrow Agent, and Escrow Agent hereby agrees to act, as
      escrow agent in accordance with the terms and conditions of this
      Agreement.

     

    
      	
              3.

            	
              Delivery
                and Receipt of Escrow
                Deposits

            


    

     

    Each
      of
      the following parties hereby delivers, or agrees to deliver in accordance with
      the terms of the Letter of Intent, to Escrow Agent, the monies and share
      certificate described below, to be held in and released from escrow in
      accordance with the terms of this Agreement:

     

    
      	 	
              (a)

            	
              by
                Inex, US$200,000 (the “Inex
                Funds”);

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              by
                Hana:

            


    

     

    
      	 	
              (i)

            	
              US$500,000
                (the “Hana
                Funds”,
                and together with the Inex Funds, the “Escrow
                Funds”);
                and

            


    

     

    
      	 	
              (ii)

            	
              one
                or more certificates evidencing an aggregate of 111,857 shares of
                common
                stock, par value $0.001 per share, of Hana (the “Hana
                Shares”).

            


    

     

    Upon
      receipt of the Inex Funds, the Hana Funds and the Hana Shares (collectively,
      the
“Escrow
      Deposits”),
      Escrow Agent will, in writing, acknowledge receipt from Inex and Hana of the
      Escrow Deposits.

     

    
      	
              4.

            	
              Investment
                of Escrow Funds

            


    

     

    Until
      the
      release of the Escrow Funds, the Escrow Funds (which will include all interest
      or other income or gain (including interest on interest) earned thereon from
      time to time (the “Interest”) will be kept segregated and will be deposited in
      an interest bearing cash account to be held by Escrow Agent at a Bank listed
      in
      Schedule I of the Bank
      Act
      (Canada).

     

    All
      Interest received from the investment of the Escrow Funds will be credited
      to,
      and will become a part of, the Escrow Funds. Escrow Agent will have no
      responsibility or liability for any diminution of the Escrow Deposits which
      may
      result from any investment made pursuant to this §5,
      including any losses on any investment required to be liquidated before maturity
      in order to make a payment required hereunder. 

     

    
      	
              5.

            	
              Release
                of Escrow Deposits

            


    

     

    The
      Escrow Agent shall release (the “Release”)
      the
      Escrow Deposits upon the occurrence of one of the following (each a
“Release
      Event”)
      and
      subject to and in accordance with the provisions of §7
      hereof:

     

    
      	 	
              (a)

            	
              if
                the Transaction fails to close through no cause or fault of Inex,
                then
                Inex and Hana will direct the Escrow Agent in writing to release
                the
                Escrow Deposits to Inex;

            


    

     

    
      	 	
              (b)

            	
              if
                the Transaction fails to close through no cause or fault of Hana
                (including in circumstances where Inex has accepted an Acquisition
                Proposal), then Inex and Hana will direct the Escrow Agent in writing
                to
                release the Escrow Deposits to Hana;


            


    

     

    
      	 	
              (c)

            	
              if
                the Transaction fails to close through no cause or fault of Inex
                or Hana,
                then Inex and Hana will direct the Escrow Agent in writing to release
                the
                Inex Funds to Inex and the Hana Funds and Hana Shares to Hana; or
                

            


    

     

    
      	 	
              (d)

            	
              if
                the Transaction closes, then Inex and Hana will direct Escrow Agent
                in
                writing to release the Escrow Deposits to the
                Inex.

            


    

     

    For
      purposes of this §5,
      the
      terms “cause” or “fault” shall include, but not be limited to, the following:
      (1) the failure by one party to satisfy by the Expiration Date (as it may be
      extended in accordance with the terms of the Letter of Intent) a closing
      condition set forth in the Letter of Intent that is within such party’s control
      and is a condition precedent to the other party’s obligation to consummate the
      Transaction; (2) a party’s unwillingness, inability or refusal to agree, for any
      reason other than a commercially reasonable reason, to any specific term of
      the
      License Agreements, as described in the Letter of Intent; or (3) a party’s
      breach of Paragraph 11 of the Letter of Intent. No provision of this
§5
      will be
      construed to require or allow Escrow Agent to act without direction as
      contemplated by §7 hereof or to require or allow Escrow Agent to determine
“cause” or “fault” in any circumstances.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              6.

            	
              Escrow
                Agent

            


    

     

    The
      acceptance by Escrow Agent of its duties and obligations under this Agreement
      is
      subject to the following terms and conditions, which the parties to this
      Agreement hereby agree will govern and control with respect to Escrow Agent’s
      rights, duties, liabilities and immunities:

     

    
      	 	
              (a)

            	
              Except
                for acts of gross negligence or wilful misconduct, Escrow Agent will
                not
                be liable for any action taken or omitted to be taken by it or on
                its
                behalf in good faith and in the exercise of its reasonable judgment
                and
                any act done or omitted by it. Escrow Agent may at any time consult
                with
                independent legal counsel of its own choice in any such matters,
                will have
                full and complete authorization and protection from any action taken
                or
                omitted by it hereunder in accordance with the advice of such legal
                counsel on its part and will incur no liability for any delay reasonably
                required to obtain the advice of any such legal counsel.
                

            


    

     

    
      	 	
              (b)

            	
              Except
                for acts of gross negligence or wilful misconduct, Inex and Hana
                will
                indemnify Escrow Agent and its employees, agents and successors and
                assigns, and hold them harmless against, any loss, liability, claim,
                action, damage, cost or expense (including reasonable fees and
                disbursements of legal counsel on a solicitor to client basis), reasonably
                incurred arising out of or in connection with this Agreement, including
                the costs and expenses of defending themselves against any claim
                or
                liability in connection with any such matter. This provision will
                survive
                the termination and discharge of this Agreement and the resignation
                or
                removal of Escrow Agent.

            


    

     

    
      	 	
              (c)

            	
              Escrow
                Agent and its partners, employees, agents and successors and assigns
                will
                not be liable for any damage, loss or destruction of any of the documents
                held hereunder due to fire, flood, tornado, act of God, theft, or
                any
                other similar causes not resulting from the gross negligence or wilful
                misconduct of Escrow Agent or its employees, agents and successors
                and
                assigns.

            


    

     

    
      	 	
              (d)

            	
              Escrow
                Agent and its employees, agents and successors and assigns will have
                no
                duty to know or determine the performance or non-performance of any
                provision of this Agreement, the Letter of Intent or any other agreement
                except as expressly required or contemplated in the performance by
                Escrow
                Agent of the functions contemplated to be performed by it under this
                Agreement. Escrow Agent may act in reliance upon any instrument or
                signature believed by it to be genuine and may assume that the person
                purporting to give receipt or advice or make any statement or execute
                any
                document in connection with the provisions hereof has been duly authorized
                to do so. The duties and responsibilities of Escrow Agent are purely
                administrative in nature and are limited to those expressly stated
                herein.

            


    

     

    
      	 	
              (e)

            	
              The
                provisions of this Agreement are not intended to and will not restrict
                or
                remove any other rights which Escrow Agent may have at law or in
                equity to
                seek relief or direction from any court of competent jurisdiction
                in
                addition to such as are expressly set forth
                herein.

            


    

     

    
      	 	
              (f)

            	
              Except
                as otherwise expressly provided herein, Escrow Agent is hereby authorized
                to disregard any and all notices or warnings, other than written
                notices
                given by or on behalf of both Inex and Hana or their respective counsel,
                and is hereby expressly authorized to comply with and obey any and
                all
                processes, orders, judgments or decrees of any court. If Escrow Agent
                obeys or complies with any such process, order, judgment, or decree
                of any
                court, Escrow Agent and its partners, employees, agents and successors
                and
                assigns will not be liable to any of the other parties hereto or
                anyone
                else by reason of such compliance, notwithstanding any such process,
                order, judgment, or decree be subsequently reversed, modified, annulled,
                set aside, or vacated, or be subsequently found to have been issued
                or
                entered into without jurisdiction.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              (g)

            	
              Escrow
                Agent will be under no duty or obligation to ascertain the identity,
                authority, or rights of the parties (or their agents) executing or
                delivering or purporting to execute or deliver this Agreement, or
                any
                instruments, documents, or paper related hereto or properties deposited
                or
                called for hereunder.

            


    

     

    
      	 	
              (h)

            	
              Escrow
                Agent will be entitled to be reimbursed for any disbursements incurred
                in
                connection with the performance of its duties hereunder. Such
                disbursements will be borne and paid equally by Hana and
                Inex.

            


    

     

    
      	 	
              (i)

            	
              Escrow
                Agent may resign from its position at any time upon 30 days prior
                written
                notice to the parties hereto. In addition, Inex and Hana may jointly
                remove Escrow Agent at any time without cause, by notice delivered
                to
                Escrow Agent, which notice will designate the effective date of such
                removal. Upon such resignation or removal, Escrow Agent will take
                such
                steps as are necessary to transfer any property held in escrow to
                a
                successor escrow agent agreed to by Inex and Hana, and, where such
                agreement is not obtained within seven (7) Business Days of Escrow
                Agent’s
                resignation or removal, then to any court of competent jurisdiction.
                Upon
                such resignation or removal, Escrow Agent will be discharged of and
                from
                any and all further obligations arising in connection with this Agreement
                other than to retain and safeguard the Escrow Deposits then in its
                possession until receipt of a designation of successor escrow agent
                or a
                joint written disposition instruction by or on behalf of Inex and
                Hana or
                a final non-appealable order of a court of competent
                jurisdiction.

            


    

     

    
      	 	
              (j)

            	
              Nothing
                contained in this Agreement will require Escrow Agent to expend its
                own
                funds or otherwise incur financial liability in the performance of
                any of
                its duties or in the exercise of any of its rights or powers, or
                do
                anything not expressly provided for herein, except in relation to
                acts of
                gross negligence or wilful misconduct by Escrow Agent or its employees
                and
                agents.

            


    

     

    
      	 	
              (k)

            	
              If
                there is a disagreement between Inex and Hana resulting in adverse
                claims
                or demands being made in connection with the Escrow Deposits or if
                the
                Escrow Agent is in doubt as to what action it should take hereunder,
                Escrow Agent, in its discretion, will be entitled to retain the Escrow
                Deposits until Escrow Agent will have received joint written instructions
                of or on behalf of Hana directing delivery of the Escrow Deposits,
                or a
                written decision of the Arbitrator under §7
                directing delivery of the Escrow Deposits, in which event Escrow
                Agent
                will disburse the Escrow Deposits in accordance with such instructions
                or
                decision. Escrow Agent will act on such decision without further
                question.

            


    

     

    
      	
              7.

            	
              Claims

            


    

     

    
      	 	
              (a)

            	
              For
                purposes of this Agreement:

            


    

     

    
      	 	
              (i)

            	
              A
                “Claim”
                means a written notice by one party that a Release Event has occurred
                and
                that such party is entitled to have all or a portion of the Escrow
                Deposits disbursed to it.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              (ii)

            	
              “Claim
                Amount”
                will mean the amount specified by Inex or Hana in a Claim Notice
                (estimated on information then available) for which Inex or Hana
                is making
                a Claim;
                and

            


    

     

    
      	 	
              (iii)

            	
              “Claim
                Satisfaction Amount”
                will mean the final amount determined for satisfaction of any Claim
                by
                Inex or Hana in accordance with the provisions of this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Subject
                to the terms of the Letter of Intent, at any time or times before
                the
                Release, Inex or Hana (in either case an “Issuing
                Party”
                in this §7),
                may make Claims against the Escrow Deposits for amounts due upon
                the
                occurrence of a Release Event by notifying the other party (the
                “Receiving
                Party”)
                and Escrow Agent in writing of the Claim, including a brief description
                (based on information then available) of the nature of the Claim
                and the
                estimated amount of the Claim (in each case, a “Claim
                Notice”).
                Promptly following its receipt of a Claim Notice, but in no event
                later
                than five (5) Business Days, the Escrow Agent shall confirm its receipt
                of
                the Claim Notice by notifying each of the Issuing Party and Receiving
                Party.

            


    

     

    
      	 	
              (c)

            	
              To
                dispute any Claim, the Receiving Party will give written notice of
                such
                dispute (in each case, a “Dispute
                Notice”)
                to the Issuing Party and Escrow Agent within thirty (30) calendar
                days
                after receipt of a Claim Notice. If Escrow Agent does not receive
                a
                Dispute Notice from or on behalf of the Receiving Party within thirty
                (30)
                calendar days after receipt by Escrow Agent and the Receiving Party
                of the
                Claim Notice, the Claim and Claim Amount will be deemed to be acknowledged
                and agreed upon by the Receiving Party, the Claim Satisfaction Amount
                will
                be deemed to be equal to the Claim Amount specified in the Claim
                Notice
                and the deemed Claim Satisfaction Amount will be deliverable to the
                Issuing Party. 

            


    

     

    
      	 	
              (d)

            	
              If
                the Receiving Party delivers a Dispute Notice in accordance with
                §7(c),
                Escrow Agent will not release or deliver to the Issuing Party the
                Escrow
                Deposits at the Release Time and will not release or deliver to the
                Issuing Party any of the Escrow Deposits in connection with such
                disputed
                Claim unless and until either:

            


    

     

    
      	 	
              (i)

            	
              a
                request for release and delivery of the Escrow Deposits in connection
                with
                such Claims has been executed jointly by Inex and Hana;
                or

            


    

     

    
      	 	
              (ii)

            	
              a
                decision of the Arbitrator in accordance with §7(e)
                has been rendered (which decision may include an order for
                costs).

            


    

     

    
      	 	
              (e)

            	
              The
                Receiving Party will be entitled to dispute any Claim by issuing
                a Dispute
                Notice in accordance with the provisions of §7(c).
                Unless such dispute is resolved within a further thirty (30) calendar
                days
                of receipt of such Dispute Notice by the Issuing Party and the Escrow
                Agent, the dispute will be resolved through arbitration
                in accordance with the Commercial
                Arbitration Act
                (British Columbia). Such arbitration will be held in Vancouver, British
                Columbia by one arbitrator appointed by mutual agreement of the
                parties.

            


    

     

    
      	 	
              (f)

            	
              Upon
                resolution of any Claim that permits recovery against the Escrow
                Deposits
                in accordance with §7(c)
                or
                7(d)
                above, the Issuing Party (in the case of a resolution under §7(c))
                or both parties jointly (in the case of a resolution under §7(d)),
                will notify Escrow Agent in writing (the “Release
                Notice”)
                of such resolution. Such Release Notice will specify the Claim
                Satisfaction Amount and will be accompanied: (i) in the case of a
                Claim
                where the Receiving Party is deemed to have agreed to a Claim because
                the
                Receiving Party has not objected to such Claim by giving a Dispute
                Notice
                in the manner and within the time set forth in §7(c)
                above, by an officer’s certificate from the Issuing Party certifying that
                notice of such Claim was given in accordance with §7(b)
                above and that the time period set forth in §7(c)
                above has expired and that the Receiving Party did not dispute such
                Claim
                within such time period; (ii) in the case of a Claim settled by
                written agreement between Inex and Hana, by a copy of the written
                direction under §7(d)(i)
                specifying the amount of such recovery; and (iii) in the case of
                a Claim
                submitted for arbitration, by a written direction of the Arbitrator
                under
                §7(e),
                specifying the amount of such
                recovery.

            


    

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	 	
              (g)

            	
              Notwithstanding
                anything to the contrary contained herein, the Escrow Agent shall
                be
                entitled to rely on any written instructions jointly signed by Inex
                and
                Hana. 

            


    

     

    
      	 	
              (h)

            	
              Notwithstanding
                anything to the contrary contained herein, unless and until the Hana
                Shares are released to Inex in accordance with this §7, neither Inex nor
                Escrow Agent will have any rights as a stockholder of Hana with respect
                to
                such shares. 

            


    

     

    
      	
              8.

            	
              Anti-Money
                Laundering/Anti-Terrorist
                Legislation

            


    

     

    Each
      party to this Agreement hereby represents to Escrow Agent that any account
      to be
      opened by, or interest to be held by, Escrow Agent in connection with this
      Agreement, for or to the credit of such party, either (i) is not intended to
      be
      used by or on behalf of any third party; or (ii) is intended to be used by
      or on
      behalf of a third party, in which case such party hereto agrees to complete
      and
      execute forthwith a declaration in Escrow Agent's prescribed form as to the
      particulars of such third party.

     

    Escrow
      Agent will retain the right not to act and will not be liable for refusing
      to
      act if, due to a lack of information or for any other reason whatsoever, Escrow
      Agent, in its sole judgment, determines that such act might cause it to be
      in
      non-compliance with any applicable anti-money laundering or anti-terrorist
      legislation, regulation or guideline. Further, should Escrow Agent, in
its
      sole
      judgment, determine at any time that its acting under this Agreement has
      resulted in its being in non-compliance with any applicable anti-money
      laundering or anti-terrorist legislation, regulation or guideline, then it
      will
      have the right to resign on ten (10) days written notice to the other parties
      to
      this Agreement, provided

     

    
      	 	
              (a)

            	
              that
                Escrow Agent’s written notice will describe the circumstances of such
                non-compliance; and 

            


    

     

    
      	 	
              (b)

            	
              that
                if such circumstances are rectified to Escrow Agent's satisfaction
                within
                such ten (10) day period, then such resignation will not be
                effective.

            


    

     

    
      	
              9.

            	
              Interest

            


    

     

    The
      Interest will accrue to the benefit of and be allocated to the party to whom
      such portion of the Escrow Deposits is released and disbursed under this
      Agreement.

     

    
      	
              10.

            	
              Third
                Party Claims

            


    

     

    If
      Inex
      or Hana becomes aware of a third party claim which it believes may result in
      a
      demand against the Escrow Deposits, it will notify the other party of such
      claim, and the other party will be entitled, at it’s expense, to participate in
      any defence of such claim; provided, however, that failure by Inex or Hana
      to so
      notify the other party will not relieve such party from any liability it has
      under this Agreement or the License Agreement with respect to such third party
      claim. Inex and Hana will have the right in its discretion to settle any such
      claim, acting reasonably.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              11.

            	
              Interpleader

            


    

     

    Notwithstanding
      any other provision of this Agreement, Escrow Agent will have the right at
      any
      time to interplead the parties and deposit the Escrow Deposits or any other
      document or monies deposited with it with any court of competent jurisdiction
      if
      any dispute as to, or if Escrow Agent in its sole discretion will conclude
      that
      there is, a bona
      fide
      question, confusion or dispute in respect of or as to, any matter under this
      Agreement including, without limitation, the holding or delivery of the Escrow
      Deposits, the duties of Escrow Agent in respect of any other matter arising
      hereunder or the validity, enforceability, extent of enforceability or meaning
      of any provision of this Agreement and any such deposit will wholly discharge
      the obligations of Escrow Agent under this Agreement in respect of the Escrow
      Deposits and any such other document or monies, and will for all purposes hereof
      be deemed good and sufficient fulfilment by Escrow Agent of all of its
      obligations hereunder.

     

    
      	
              12.

            	
              Miscellaneous

            


    

     

    
      	 	
              (a)

            	
              All
                notices and other communications given in connection with this Agreement
                will be given in writing and delivered by hand, by facsimile (with
                written
                confirmation sent by certified mail) or an internationally recognized
                overnight courier to the parties at the following
                addresses:

            


    

     

    to
      Inex:

     

    Inex
      Pharamaceuticals Corporation

    200
      -
      8900 Glenlyon Parkway

    Burnaby,
      British Columbia

    Canada,
      V5J 5J8

    Attention:
      Timothy M. Ruane

    Fax
      No.:
      (604) 419-3201 

     

    with
      a copy to:

     

    Lang
      Michener LLP

    1500
      Royal Centre P.O. Box 11117

    1055
      West
      Georgia Street

    Vancouver,
      British Columbia

    Canada
      V6E 4N7

    Attention:
      Leo Raffin

    Fax
      No.:
      (604) 893-2356

     

    To
      Hana:

     

    Hana
      Biosciences, Inc.

    Suite
      215, 400 Oyster Point Boulevard

    South
      San
      Francisco, California USA 94080

    Attention:
      Mark J. Ahn

    Fax
      No.:  (650) 588-2787

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    with
      a copy to:

     

    Maslon
      Edelman Borman & Brand, LLP

    3300
      Wells Fargo Center

    90
      South
      Seventh Street

    Minneapolis,
      Minnesota USA 55402-4140

    Attention:  Christopher
      J. Melsha, Esq.

    Fax
      No.:  (612) 642-8343

     

    To
      Escrow Agent:

    LMLS
      Services Inc.

    1500
      Royal Centre P.O. Box 11117

    1055
      West
      Georgia Street

    Vancouver,
      British Columbia

    Canada
      V6E 4N7

    Attention:
      Jennifer Baddeley 

    Fax
      No.:
      (604) 893-2670 

     

    
      	 	
              Any
                such notice or other communication given as aforesaid will be deemed
                to
                have been effectively given, if sent by facsimile or overnight courier
                on
                the next Business Day following such transmission or, if hand delivered,
                to have been received on the date of such delivery. Any party may
                change
                its address for service from time to time by notice given in accordance
                with the foregoing and any subsequent notice will be sent to the
                party at
                its changed address.

            


    

     

    
      	 	
              (b)

            	
              This
                Agreement may be amended or cancelled by mutual agreement of the
                parties
                and upon written notice to Escrow Agent, provided, however, the rights,
                duties, responsibilities, liabilities and immunities of Escrow Agent
                may
                not be amended without the prior written consent of Escrow
                Agent.

            


    

     

    
      	 	
              (c)

            	
              This
                Agreement is governed by and will be construed in accordance within
                the
                laws of the Province of British Columbia. Any objection to improper
                venue
                is hereby waived by the parties
                hereto.

            


    

     

    
      	 	
              (d)

            	
              The
                parties will execute all documents and do all such acts and things
                as may
                be reasonably necessary to give effect to the intents and purposes
                of the
                parties under this Agreement.

            


    

     

    
      	 	
              (e)

            	
              This
                Agreement may be executed and delivered by facsimile transmission
                and such
                facsimile copy will be deemed to be an
                original.

            


    

     

    
      	 	
              (f)

            	
              This
                Agreement may be executed in any number of counterparts with the
                same
                effect as if all parties had signed a single document. All counterparts
                will be construed together and will constitute one agreement. This
                Agreement will be a valid and binding agreement between those parties
                who
                have signed this Agreement and will not be invalid or unenforceable
                as
                between such parties because one or more intended parties to this
                Agreement has not signed this Agreement for whatsoever
                reason.

            


    

     

    
      	 	
              (g)

            	
              The
                headings and captions contained herein are for convenience and will
                not
                control or affect the meaning or construction of any provision
                hereof.

            


    

     

    
      	 	
              (h)

            	
              This
                Agreement and the License Agreement constitute the entire agreement
                of the
                parties with respect to the subject matter
                hereof.

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	 	
              (i)

            	
              For
                purposes of this Agreement, the term “Business
                Day”
                shall mean any day other than (a) Saturday or Sunday or (b) any other
                day
                on which banks in the United States or British Columbia are permitted
                or
                required to be closed.

            


    

     

    
      	
              13.

            	
              Acknowledgement

            


    

     

    Hana
      acknowledges that Escrow Agent is an affiliate of Lang Michener LLP and that
      Lang Michener LLP will not be precluded from acting on behalf of Inex in
      relation to any matter in the future (including in relation to any matter
      arising out of or related to this Agreement, the Letter of Intent, the License
      Agreement or the Transaction) by reason of its affiliation with Escrow
      Agent.

    


    
      	
              14.

            	
              Independent
                Legal Advice.
                

            


    

     

    Each
      party acknowledges, confirms, and agrees that it has had the opportunity to
      seek
      and was not prevented nor discouraged from seeking independent legal advice
      before the execution and delivery of this Agreement and that, if that such
      party
      did not avail itself with that opportunity before signing this Agreement, such
      party did so voluntarily without any undue pressure and agrees that such party’s
      failure to obtain independent legal advice should not be used by it as a defence
      to the enforcement of such party’s obligations under this
      Agreement.

     

     

    IN
      WITNESS WHEREOF
      the
      parties hereto have executed this Agreement on the day and year first above
      written.

     

     

    INEX
      PHARMACEUTICALS CORPORATION

     

    
      	 	 	 	 	 
	By:	/s/ Timothy
              M. Ruane	 	 	 
	 	
              
Name:
              Timothy M. Ruane	 	 	
            
	 	Title:
              President and Chief Executive Officer	 	 	 


    

     

    HANA
      BIOSCIENCES, INC.

    
       

      
        	 	 	 	 	 
	By:	/s/ Mark
                J. Ahn	 	 	 
	 	
                
Name:
                Mark J. Ahn	 	 	
              
	 	Title:
                President & Chief Executive Officer 


      

    

     

    LMLS
      SERVICES INC.

    
      
         

        
          	 	 	 	 	 
	By:	/s/ Jennifer
                  Baddeley	 	 	 
	 	
                  
Name:
                  Jennifer Baddeley	 	 	
                


        

      

       

    

    
 

    
      
         

      

      
        9