exv10w2



 







Exhibit 10.2




May __, 2006




Hana Biosciences, Inc.

400 Oyster Point Boulevard, Suite 215

South San Francisco, California 94080




Ladies and Gentlemen:




     The undersigned entity sets forth on Schedule I hereto (the “Investor”) hereby confirms and
agrees with you as follows:



     1. This Purchase Agreement (this “Agreement”) is made as of the date hereof between Hana
Biosciences, Inc., a Delaware corporation (the “Company”), and the Investor that is a signatory to
this Agreement.



     2. The Company has authorized the sale and issuance of up to ___shares of common stock
(the “Shares”) of the Company, par value $.001 per share (the “Common Stock”), to certain investors
(the “Offering”), as more fully described in that certain Placement Agency Agreement (the
“Placement Agency Agreement”) dated the date hereof by and between the Company and Lehman Brothers
Inc., Jefferies & Company, Inc. and Oppenheimer Co. Inc. (the “Placement Agents”), a copy of which
has been furnished to the Investor. All defined terms used herein and not otherwise defined shall
have the same meanings ascribed to such terms in the Placement Agency Agreement.



     3. Subject to execution by the Company and the Placement Agents of the Placement Agency
Agreement, the Company and the Investor agree that the Investor will purchase from the Company and
the Company will issue and sell to the Investor the number of shares of Common Stock set forth
opposite the Investor’s name on Schedule I hereto, at a
purchase price of $_____ per share,
pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and
incorporated herein by reference as if fully set forth herein. The Investor acknowledges that the
Offering is not being underwritten by the Placement Agents and that there is no minimum offering
amount. Shares will be credited to the Investor using customary book-entry procedures.



     4. The Investor represents that, except as set forth below, (a) it has had no position, office
or other material relationship within the past three years with the Company or persons known to it
to be affiliates of the Company, and (b) except as set forth on Annex II hereof, it is not an NYSE
member, and it has no direct or indirect affiliation or association with any, NYSE member as of the
date hereof.



     5. The Investor confirms that it has received the Registration Statement and the Prospectus,
and has reviewed the Registration Statement and the Prospectus before making its decision to
purchase and invest in the Shares pursuant to this Agreement. The Investor further confirms that
it has had full access to all other filings made by the Company with the Securities and Exchange
Commission, and that it was able to read, review, download and print each such filing.



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     Please confirm that the foregoing correctly sets forth the agreement between us by signing in
the space provided below for that purpose.



	 	 	 	 	 
	 	AGREED AND ACCEPTED:

Name of Investor:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



HANA BIOSCIENCES, INC.







			
	By:	 	
 
Name:
Title:











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SCHEDULE I




INVESTOR SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 
	Investor Name,	 	 	 	 	 	 
	Address and	 	Number of Shares to	 	 	 	 
	Telephone Number	 	be Purchased	 	Price Per Share	 	Aggregate Price
	 

	 	 	 	 	$	 	 	 	$	 






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ANNEX I




TERMS AND CONDITIONS FOR PURCHASE OF SHARES




     1. Agreement to Sell and Purchase the Shares; Subscription Date.



     1.1 Upon the terms and subject to the conditions hereinafter set forth, at the Closing (as
defined in Section 2 below), the Company will sell to the Investor, and the Investor will purchase
from the Company, the number of shares of Common Stock set forth on Schedule I of this Agreement at
the purchase price set forth therein.



     1.2 The Company may enter into agreements similar to this Agreement with certain other
investors (the “Other Investors”) and expects to complete sales of Shares to them. (Each Investor
and the Other Investors hereinafter collectively are referred to as the “Investors,” and this
Agreement and the agreements executed by the Other Investors are hereinafter collectively referred
to as the “Agreements”). The Company may accept or reject any one or more Agreements in its sole
discretion.



     2. Delivery of the Shares at Closing. The completion of the purchase and sale of the
Shares (the “Closing”) shall take place as provided in Section 2 of the Placement Agency Agreement
and the Escrow Agreement.



          The Company’s obligation to issue and sell the Shares to the Investor shall be subject to the
accuracy of the representations and warranties made by the Investor and the fulfillment of those
undertakings of the Investor to be fulfilled prior to the Closing.




          The Investor’s obligation to purchase the Shares shall be subject to the condition that the
Placement Agent shall not have (a) terminated the Placement Agency Agreement pursuant to the terms
thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not
been satisfied.




     3. Representations, Warranties and Covenants of the Company.



     3.1 The Company hereby represents and warrants to the Investor that this Agreement constitutes
a valid and binding obligation of the Company enforceable against the Company in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights
generally and except as enforceability may be subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law).



     3.2 The representations, warranties and covenants of the Company set forth in Section 1 of the
Placement Agency Agreement may be relied upon by the Investor, which shall be a third party
beneficiary thereof.



     3.3 The Company hereby covenants with the Investors that the Company shall, prior to market
open on the day following the date hereof, issue a press release disclosing the material terms of
the Offering.



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     4. Representations, Warranties and Covenants of the Investor.



     4.1 The Investor represents and warrants that it has received the Registration Statement and
the Prospectus.



     4.2 The Investor further represents and warrants to, and covenants with, the Company that (i)
the Investor has full right, power, authority and capacity to enter into this Agreement and to
consummate the transactions contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid
and binding obligation of the Investor enforceable against the Investor in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights
generally and except as enforceability may be subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law).



     4.3 The Investor represents and warrants to, and covenants with, the Company that: (i) the
Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make,
decisions with respect to investments in shares representing an investment decision like that
involved in the purchase of the Shares; and (ii) the Investor has, in connection with its decision
to purchase the number of Shares set forth on Schedule I to the Agreement, relied solely upon the
Registration Statement, the Prospectus, and any amendments or supplements thereto and has not
relied upon any information provided by the Placement Agents in their capacity as Placement Agents
for the Company.



     4.4 The Investor understands that nothing in the Prospectus and any supplement thereto, this
Agreement or any other materials presented to the Investor in connection with the purchase and sale
of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal,
tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in
connection with its purchase of Shares.



     4.5 From and after obtaining knowledge of the sale of the Shares contemplated hereby, the
Investor has not taken, and prior to the public announcement of the transaction the Investor shall
not take, any action that has caused or will cause the Investor to have, directly or indirectly,
sold or agreed to sell any Common Stock, effected any short sale, whether or not against the box,
established any “put equivalent position” (as defined in Rule 16a-1(h) under the Securities
Exchange Act of 1934, as amended) with respect to the Common Stock, granted any other right
(including, without limitation, any put or call option) with respect to the Common Stock or with
respect to any security that includes, relates to or derives any significant part of its value from
the Common Stock, whether or not, directly or indirectly, in order to hedge its position in the
Shares.



     5. Survival of Representations, Warranties and Agreements. Notwithstanding any
investigation made by any party to this Agreement, all covenants, agreements, representations and
warranties made by the Company and the Investor herein shall survive the execution of this
Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.



     6. Notices. All notices, requests, consents and other communications hereunder shall
be in writing, shall be mailed (A) if within domestic United States by first-class registered or
certified airmail, or nationally recognized overnight express courier, postage prepaid, or by
facsimile, or (B) if delivered from outside the United States, by International Federal Express or
facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail
domestic, three business days after so mailed, (ii) if delivered by a nationally recognized
overnight carrier, one business day after so mailed, (iii) if



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delivered by International Federal Express, two business days after so mailed, (iv) if
delivered by facsimile, upon electronic confirmation of receipt and shall be delivered as addressed
as follows: (a) if to the Company, then as provided in Section 10 of the Placement Agency
Agreement; and (b) if to the Investor, at its address on Schedule I hereto, or at such other
address or addresses as may have been furnished to the Company in writing.




     7. Changes. This Agreement may not be modified or amended except pursuant to an
instrument in writing signed by the Company and the Investor.



     8. Headings. The headings of the various sections of this Agreement have been inserted
for convenience or reference only and shall not be deemed to be part of this Agreement.



     9. Severability. In case any provision contained in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired thereby.



     10. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without giving effect to the principles of
conflicts of law.



     11. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together, shall constitute one
instrument, and shall become effective when one or more counterparts have been signed by each party
hereto and delivered to the other parties.




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