Exhibit
      10.1

    


    


    
      	 	 	
              Hana
                Biosciences, Inc.

              400
                Oyster Point Boulevard, Suite 215

              South
                San Francisco, CA 94080

            
	 	 	 
	 	 	
              Ph.
                (650) 588-6404

              Fax.
                (650) 588-2787

              URL:
                www.hanabiosciences.com

            


    

    

      


    

     

    


    December
      16, 2005

    


    VIA
      FED-EX

    


    Russell
      Skibsted

    330
      Alameda de las Pulgas

    Redwood
      City, CA 94062

    


    Dear
      Russell:

    


    As
      we
      have discussed, this letter agreement (the “Agreement”) sets forth the substance
      of the terms of your separation from Hana Biosciences, Inc. (the
“Company”).

    


    
      	 	
              1.

            	
              Separation
                from Employment.
                The final date of your employment with the Company will be December
                31,
                2005 (the “Termination Date”). After the Termination Date, you and the
                Company agree that you will provide consulting services to the Company,
                as
                described in Paragraph 4 below. As consideration for entering into
                this
                Agreement, the Company will pay you $5,000 on the Company’s first regular
                pay day in January 2006, which payment shall be subject to applicable
                income tax withholding and other legally required deductions.
                

            


    

    


    
      	 	
              2.

            	
              Post-Termination
                Date Consulting.
                In accordance with Section 9(d)(i) of the your Employment Agreement
                dated
                October 12, 2004 (the “Employment Agreement”), the Company will continue
                to pay to you the annualized base salary stated in such agreement
                for a
                period of one (1) year following the Termination Date, which payments
                will
                be made in equal installments at the times of the Company’s regular
                paydays. Such payments will be subject to applicable income tax
                withholdings and other legally required deductions. As provided in
                the
                Employment Agreement, however, such payments may be offset against
                any
                amounts otherwise received by you from any employment during the
                one (1)
                year period following the termination of employment, provided, however,
                that in no event shall the Company have the right to recover or offset
                any
                amounts paid to you pursuant to Section 9(d)(i) of the Employment
                Agreement for any period prior to the commencement of new employment.
                You
                agree to send monthly correspondence (by email transmission to the
                attention of John P. Iparraguirre, or such other representative as
                the
                Company may hereafter indicate) attesting to the Company your then-current
                employment status and all amounts earned from any such employment.
                

            


    

    


    In
      addition, consistent with Section 9(d)(i) of the Employment Agreement, 100,000
      shares subject to the stock options granted to you pursuant to that certain
      Stock Option Agreement dated July 25, 2005 between you and the Company shall
      be
      deemed vested as of the Termination Date and the remaining 50,000 shares subject
      to such stock option shall expire and terminate. The vested portion of such
      stock options shall remain exercisable for a period of 90 days following the
      Termination Date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              3.

            	
              Accrued
                Salary and Vacation.
                On
                the Termination Date, the Company will pay you all accrued salary,
                and all
                accrued and unused vacation, earned through the Termination Date,
                subject
                to standard payroll deductions and withholdings. You are entitled
                to these
                payments by law. In addition, on the Company’s first regular pay day in
                January 2006, in addition to the payment described above in Paragraph
                1,
                the Company will pay you $20,000, representing a bonus for 2005,
                which
                payment is also subject to standard payroll deductions and
                withholdings.

            


    

    


    
      	 	
              4.

            	
              Consulting
                Services. Following
                the Termination Date, you agree to be available to the Company, on
                an
                as-needed basis and as mutually agreed to between the Company and
                you, to
                provide consulting services in the areas of corporate finance and
                investor
                relations. Any such services that you provide to the Company after
                the
                Termination Date will not be as an employee of the Company, but as
                an
                independent contractor.

            


    

    


    
      	 	
              5.

            	
              Health
                Insurance.
                After the Termination Date, to the extent provided by the state Cal-COBRA
                law and by the Company’s current group health insurance policies, you will
                be eligible to continue your group health insurance benefits at your
                own
                expense. 

            


    

    


    
      	 	
              6.

            	
              Other
                Compensation or Benefits.
                Except as expressly provided in this Agreement, you will not receive
                any
                additional benefits after the Termination Date, with the sole
                exception:
                a)
                of
                any benefit to which you have a vested right under the terms of a
                written,
                ERISA-qualified benefit plan (e.g.,
                401(k) plan)
                ,
                b) any and all rights to indemnification pursuant to California law
                and
                the Company’s Certificate of Incorporation and Bylaws, and c) rights as an
                insured under any Company insurance policy, including but not limited
                to,
                Directors and Officers liability insurance policy.
                

            


    

    


    
      	 	
              7.

            	
              Employment-Related
                Expense Reimbursements.
                Within thirty (30) days
                after the end of the Termination Date, you shall submit your final,
                documented expense reimbursement statement reflecting all business
                expenses you incurred in connection with your employment through
                the
                Termination Date for which you seek reimbursement. The Company will
                reimburse you for these expenses pursuant to its regular business
                practice.

            


    

    


    
      	 	
              8.

            	
              Return
                of Company Property.
                You agree to return to the Company, on or before the end of the
                Termination Period, all documents of the Company (and all copies
                or
                reproductions thereof) and all other Company property in your possession
                or control, including, but not limited to, all files, notes, memoranda,
                correspondence, agreements, drawings, records, plans, forecasts,
                reports,
                proposals, studies, analyses, financial information, operational
                information, personnel information, investor information, research
                and
                development information, computer-recorded information, tangible
                property
                and equipment (including, but not limited to, computers and cellular
                phones), credit cards, entry cards, identification badges and keys;
                and
                any materials or medium of any kind which contain or embody any
                proprietary or confidential information of any Company (and all
                reproductions thereof, in whole or in part); provided,
                however,
                you may continue to use the Company-issued IBM ThinkPad notebook
                computer
                and Blackberry handheld device until the
                earlier of (a) the date you commencement employment with a new employer,
                or (b) December 31,
                2006, at which date you agree to return such devices to the Company.
                You
                agree and acknowledge that, following the Termination Date, you will
                be
                responsible for establishing, at your own expense, wireless service
                plan(s) relating to such devices.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              9.

            	
              Proprietary
                Information Obligations.
                You will not make any use or disclosure of Company proprietary or
                confidential information (whether obtained or developed during any
                employment, consulting or other professional relationship with any
                Company
                affiliate) without written permission. In addition, you hereby assign
                to
                the Company, to the fullest extent permitted by law, all right, title,
                and
                interest in all inventions, techniques, processes, materials, and
                other
                intellectual property developed by you, alone or with others, in
                the
                course of your employment with the Company. This
                Agreement does not apply to an invention which qualifies fully as
                a
                nonassignable invention under Section 2870 of the California Labor
                Code.
                By your signature below, you acknowledge that you have reviewed the
                Limited Exclusion Notification attached hereto as Exhibit A. You
                further
                acknowledge that all original works of authorship which are made
                by you
                (solely or jointly with others) within the scope of your employment
                with
                the Company and which are protectable by copyright are “works made for
                hire,” pursuant to United States Copyright Act (17 U.S.C., Section
                101).

            


    

    


    
      	 	
              10.

            	
              Confidentiality.
                The provisions of this Agreement (with the exception of the fact
                of your
                employment) will be held in strictest confidence by you and the Company
                and will not be publicized or disclosed in any manner whatsoever;
                provided,
                however,
                that: (a) you may disclose this Agreement in confidence to your immediate
                family; (b) the parties may disclose this Agreement in confidence
                to their
                respective attorneys, accountants, auditors, tax preparers, and financial
                advisors; (c) the Company may disclose this Agreement to investors
                and as
                necessary to fulfill standard or legally required corporate reporting
                or
                disclosure requirements, including applicable provisions of the federal
                securities laws; and (d) the parties may disclose this Agreement
                insofar
                as such disclosure may be necessary to enforce its terms or as otherwise
                required by law. In particular, and without limitation, you agree
                not to
                disclose the terms of this Agreement to any current or former employee
                of
                the Company.

            


    

    


    
      	 	
              11.

            	
              Nondisparagement.
                You agree not to disparage the Company and its officers, directors,
                members, partners, managers, employees, shareholders, affiliates,
                and
                agents, in any manner likely to be harmful to them or their business,
                business reputation or personal reputation. The Company agrees not
                to
                disparage you in any manner likely to be harmful to you or your business
                reputation. Notwithstanding the foregoing, both you and the Company
                may
                respond accurately and fully to any question, inquiry or request
                for
                information when required by legal
                process.

            


    

    


    
      	 	
              12.

            	
              Acts
                Necessary To Effect This Agreement. You
                and the Company
                agree to execute any instruments or agreements (or amendments thereto),
                or
                perform any other acts that are or may become, necessary to effect
                and
                carry out the transactions contemplated by this
                Agreement.

            


    

    


    
      	 	
              13.

            	
              Release
                of Claims. Except
                as otherwise set forth in this Agreement, in exchange for the
                consideration under this Agreement to which you would not otherwise
                be
                entitled, you hereby generally and completely release the Company
                and its
                directors, officers, employees, shareholders, attorneys, insurers,
                affiliates and assigns, from
                any and all claims, liabilities and obligations, both known and unknown,
                that arise out of or are in any way related to events, acts, conduct,
                or
                omissions occurring at any time prior to or contemporaneous with
                your
                execution of this Agreement. This general release includes, but is
                not
                limited to: (a) all claims arising out of or in any way related to
                your
                employment or other professional relationship with the Company or
                the
                termination of that employment or relationship; (b) all claims related
                to
                your compensation or benefits, including salary, bonuses, commissions,
                vacation pay, expense reimbursements, severance pay, fringe benefits,
                stock, or stock options; (c) all claims for breach of contract, wrongful
                termination, and breach of the implied covenant of good faith and
                fair
                dealing; (d) all tort claims, including claims for fraud, defamation,
                emotional distress, and discharge in violation of public policy;
                and (e)
                all federal, state, and local statutory claims, including claims
                for
                discrimination, harassment, retaliation, attorneys’ fees, or other claims
                arising under the federal Civil Rights Act of 1964 (as amended),
                the
                federal Americans with Disabilities Act of 1990 (as amended), the
                federal
                Age Discrimination in Employment Act (“ADEA”) (as amended), and the
                California Fair Employment and Housing Act (as amended). Nothing
                in this
                release shall apply to any claims by you against the Company relating
                to
                your vested rights to Company stock options, 401(k) benefits or any
                benefits set forth in Paragraph 6.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              14.

            	
              ADEA
                Waiver. You
                acknowledge that you are knowingly and voluntarily waiving and releasing
                any rights you may have under the ADEA, and that the consideration
                given
                for the waiver and release in the preceding paragraph hereof is in
                addition to anything of value to which you were already entitled.
                You
                further acknowledge that you have been advised that: (a) your waiver
                and
                release do not apply to any rights or claims that may arise after
                the date
                you sign this Agreement; (b) you should consult with an attorney
                prior to
                signing this Agreement (although you may choose not to do so); (c)
                you
                have twenty-one (21) days to consider this Agreement (although you
                may
                choose voluntarily to sign this Agreement earlier); (d) you have
                seven (7)
                days following the date you sign this Agreement to revoke your consent
                to
                the Agreement by providing written notice of your revocation to me;
                and
                (e) this Agreement will not be effective until the date upon which
                the
                revocation period has expired, which will be the eighth day after
                the date
                you sign this Agreement (the “Effective Date”).


            


    

    


    
      	 	
              15.

            	
              Section
                1542 Waiver.
                In
                giving the release set forth in this Agreement, which includes claims
                which may be unknown to you at present, you acknowledge that you
                have read
                and understand Section 1542 of the California Civil Code which reads
                as
                follows: 

            


    

    


    A
      general release does not extend to claims, which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor.

     

    You
      hereby expressly waive and relinquish all rights and benefits under that section
      and any law or legal principle of similar effect in any jurisdiction with
      respect to your release of claims herein, including but not limited to the
      release of unknown and unsuspected claims. 

     

    
      	 	
              16.

            	
              Section
                1541 Notice.
                This Agreement is in full accord, satisfaction, and discharge of
                doubtful
                and disputed claims and this Agreement has been executed with the
                express
                intention of effectuating the legal consequences provided for in
                Section
                1541 of the California Civil Code, i.e., the extinguishment of all
                obligations as described herein. I have had the opportunity to have
                this
                section explained to me by legal counsel and I fully understand it.
                Section 1541 provides as follows:

            


    

    


    An
      obligation is extinguished by a release therefrom given to the debtor by the
      creditor, upon a new consideration, or in writing, with or without new
      consideration.

    


    
      	 	
              17.

            	
              No
                Admissions. You
                understand and agree that the promises and payments in consideration
                of
                this Agreement shall not be construed to be an admission of any liability
                or obligation by any Company Affiliate to you or to any other person,
                and
                that the Company make no such admission.


            


    

    


    
      	 	
              18.

            	
              Arbitration.
                To
                ensure the timely and economical resolution of any disputes which
                may
                arise under this Agreement, you and the Company agree that any and
                all
                claims, disputes or controversies of any nature whatsoever arising
                from or
                regarding the interpretation, performance, negotiation, execution,
                enforcement or breach of this Agreement shall be resolved, to the
                fullest
                extent allowed by law, by confidential, final and binding arbitration
                conducted before a single arbitrator with Judicial Arbitration and
                Mediation Services, Inc. (“JAMS”) in San Francisco, California, under the
                then-applicable JAMS rules. The
                parties acknowledge
                that by agreeing to this arbitration procedure, they waive the right
                to
                resolve any such dispute through a trial by jury, judge or administrative
                proceeding.
                The Company shall bear JAMS’ arbitration fees in excess of the amount of
                court fees that would be required if the dispute were decided in
                a court
                of law. The arbitrator shall: (a) have the authority to compel adequate
                discovery for the resolution of the dispute and to award such relief
                as
                would otherwise be permitted by law; and (b) issue a written arbitration
                decision including the arbitrator’s essential findings and conclusions and
                a statement of the award. The arbitrator, and not a court, shall
                also be
                authorized to determine whether the provisions of this paragraph
                apply to
                a dispute, controversy or claim sought to be resolved in accordance
                with
                these arbitration procedures. Nothing in this Agreement is intended
                to
                prevent either you or the Company from obtaining injunctive relief
                in
                court to prevent irreparable harm pending the conclusion of any such
                arbitration.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    

      
        	 	
                19.

              	
                Miscellaneous. 

              


      

       

      

        
          	(a)	
                  Severability.
                    Whenever possible, each provision of this Agreement will be interpreted
                    in
                    such manner as to be effective and valid under applicable law,
                    but if any
                    provision of this Agreement is held to be invalid, illegal or
                    unenforceable in any respect, in whole or in part, such invalidity,
                    illegality or unenforceability will not affect any other provision,
                    and
                    such invalid, illegal or unenforceable provision will be reformed,
                    construed and enforced so as to render it valid, legal, and enforceable
                    consistent with the intent of the parties insofar as possible
                    under
                    applicable law.

                


        

         

        
          	(b)	
                  Waiver.
                    Any waiver of any breach of any provision of this Agreement shall
                    be in
                    writing, and the waiving party shall not thereby be deemed to
                    have waived
                    any preceding or succeeding breach of the same or any other provision
                    of
                    this Agreement.

                


        

         

        
          	(c)	
                  Entire
                    Agreement.
                    This Agreement, including its exhibits, constitutes the final,
                    complete,
                    and exclusive embodiment of the entire agreement between you
                    and the
                    Company regarding the subject matter hereof and it supersedes
                    any prior
                    agreement, promise, or representation, written or otherwise,
                    between you
                    and any of the Company with regard to this subject matter. To
                    the extent
                    that the provisions of this Agreement are inconsistent with the
                    provisions
                    of the other agreements specified herein, this Agreement shall
                    govern;
                    provided,
                    however, that
                    to the extent not inconsistent with this Agreement, the other
                    agreements
                    shall continue in full force and effect. This Agreement is entered
                    into
                    without reliance on any agreement, promise, or representation,
                    written or
                    oral, other than those expressly contained or incorporated herein,
                    and it
                    cannot be modified or amended except in a written agreement signed
                    by you
                    and me.

                


        

         

        
          	(d)	
                  Counterparts.
                    This Agreement may be executed in separate counterparts, any
                    one of which
                    need not contain signatures of more than one party, but all of
                    which taken
                    together shall constitute one and the same Agreement. Signatures
                    transmitted via facsimile shall be deemed the equivalent of
                    originals.

                


        

         

        
          	(e)	
                  Headings
                    and Construction.
                    The headings of the paragraphs hereof are inserted for convenience
                    only
                    and shall not be deemed to constitute a part hereof or to affect
                    the
                    meaning thereof. For purposes of construction of this Agreement,
                    any
                    ambiguities shall not be construed against either party as the
                    drafter.

                


        

         

        
          	(f)	
                  Successors
                    and Assigns.
                    This Agreement is intended to bind and inure to the benefit of
                    and be
                    enforceable by you, the Company and your and its respective successors,
                    assigns, heirs, executors and administrators, except that you
                    may not
                    assign any of your duties or rights hereunder without the written
                    consent
                    of the Company, which shall not be unreasonably
                    withheld.

                


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	(g)	
                  Governing
                    Law.
                    All questions concerning the construction, validity and interpretation
                    of
                    this Agreement shall be governed by the law of the State of California
                    as
                    applied to contracts made and to be performed entirely within
                    the State of
                    California.

                


        

         

        If
          this
          Agreement is acceptable to you, please sign this Agreement and return the
          originals to me on or before December
          31,
          2005
          days after the date you receive this Agreement. The offer contained in
          this
          Agreement will automatically expire if the Company does not receive the
          executed
          Agreement and Amendment from you by that date. 

         

        I
          wish
          you the best in your future endeavors.

         

        Sincerely,

         

        Hana
          Biosciences   

         

        
          	 	 	 	 	 
	By:	/s/ Mark
                  J. Ahn	 	 	 
	 	
                  
                    

                  

                  Mark J. Ahn, Ph.D.

                  President & Chief Executive Officer

                	 	 	
                


        

         

         

        Exhibit
          A - Limited Exclusion Notification

         

        Accepted
          And Agreed:

         

        
          	 	 	 	 
	
                  /s/ Russell
                    L. Skibsted

                	 	 	 
	
                  
Russell
                  L. Skibsted	 	 	
                
	 	 	 	 
	
                  December
                    28, 2005 

                	 	 	 
	
                  
                    

                  

                  Date

                	 	 	 


        




    

    
      
        
        

      

      
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