Unassociated Document


    


    Exhibit
10.1

    


    


    


    September
2, 2009

    


    


    


    VIA REGISTERED MAIL – RETURN
RECEIPT REQUESTED,

    OVERNIGHT MAIL AND FACSIMILE
(650) 588-2787

    


    


    Hana
Biosciences, Inc.

    7000
Shoreline Court, Suite 370

    South San
Francisco, CA  94080

    


    


    
      	
              Re:

            	
              Warrants
      to Purchase Common Stock of Hana Biosciences, Inc. (“Hana”) evidenced by
      Warrant Nos. 2007A-1, 2007A-2, 2007A-3, 2007A-4, 2007A-5, 2007A-6,
      2007A-7, 2007A-8, 2007B-1,
      2007B-2, 2007B-3 and 2007B-4 (collectively, the
      “Warrants”)

            	 


    

    


    Gentlemen:

    


    Reference
is made to:

    


    
      	
              ·  

            	
              the
      Notice, dated August 18, 2009, from Hana to Deerfield Private Design Fund,
      L.P., Deerfield Special Situations Fund L.P., Deerfield Special Situations
      Fund International Limited, and Deerfield Private Design International,
      L.P. (collectively, “Deerfield”) that Hana expects that the Nasdaq Stock
      Market (“NASDAQ”) will suspend and/or delist Hana’s Common Stock from the
      Nasdaq Capital Market as early as September 3, 2009;
  and

            


    

    


    
      	
              ·  

            	
              the
      Notice, dated August 24, 2009, from Deerfield to Hana that, in accordance
      with the terms of the Warrants, Deerfield is electing, upon the delisting
      of Hana’s Common Stock, to have Hana redeem all of each of the Warrants in
      cash at a price (the “Major Transaction Warrant Redemption Price”) equal
      to the “Black Scholes value” of each of the Warrants as determined in
      accordance with Schedule 1 of the
Warrants.

            


    

    


    Upon
countersignature of this letter agreement by Hana, this will confirm the
understanding and agreement between Hana and Deerfield that, notwithstanding
anything contained in the Warrants or the aforementioned Notices to the
contrary, Hana shall not be required to deposit the Major Transaction Warrant
Redemption Price in escrow.  Hana and Deerfield further agree that,
notwithstanding anything contained in the Warrants or such Notices to the
contrary, in lieu of cash, the Major Transaction Warrant Redemption Price will
be satisfied, at Deerfield’s election, by one of the following:

    


    
      
         

      

      
         

        
          

        

      

      
        
          Hana
Biosciences, Inc.

          September
2, 2009

          Page
2

        

      

       

       

       

    

    
      	
               
      

            	
              (i)

            	
              upon
      the completion by Hana of a Qualified Financing at any time or from time
      to time on or prior to June 30, 2010, by the issuance to Deerfield of the
      same type of securities that Deerfield would have received had the Major
      Transaction Warrant Redemption Price been invested in the Qualified
      Financing on the best terms provided to any other investor participating
      in the Qualified Financing; provided, however, that
      an election by Deerfield pursuant to this clause (i) shall be made no
      later than two (2) business days following the closing of any such
      Qualified Financing;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              immediately
      prior to the occurrence of a Major Transaction that occurs prior to July
      1, 2010, as specified in a written notice by Deerfield to Hana, by the
      issuance to Deerfield of a number of shares of Hana Common Stock equal to
      the Major Transaction Warrant Redemption Price divided by the lesser of
      $.60 or  the Average Share Price during the ten (10) trading
      days immediately preceding the public announcement of the Major
      Transaction;

            


    

    
      


      
        	
                 
      

              	
                (iii)

              	
                      
                  on
      July 1, 2010, as specified in a written notice by Deerfield to Hana, by
      the issuance to Deerfield of shares of Hana Common Stock equal to the
      Major Transaction Warrant Redemption Price divided by the lesser of $.60
      or the Average Share Price during the ten (10) trading days immediately
      preceding July 1, 2010;
or

                

              


      

      
        


        
          	
                   
      

                	
                  (iv)

                	
                        
                    on
      any date prior to July 1, 2010 specified in a written notice by Deerfield
      to Hana, by the issuance to Deerfield of shares of Hana Common Stock equal
      to the Major Transaction Warrant Redemption Price divided by the lesser of
      $.60 or the Average Share Price during the ten (10) trading days
      immediately preceding the date such notice is received by
      Hana.

                  

                


        

         

      

    

    For
purposes herein, “Qualified Financing” shall mean the sale and issuance by Hana
of any securities to third parties in a transaction effected primarily for the
purposes of raising capital for Hana.

    


    As used
herein, the term “Average Share Price” as of any date means the closing sale
price of Hana’s Common Stock as reported by Bloomberg Financial L.P. (or if no
last closing sale price is reported by Bloomberg Financial L.P., the average of
the bid prices of any market makers that are listed in the over the counter
market by the Financial Industry Regulatory Authority, Inc. or in the pink
sheets maintained by the Pink OTC Market, Inc., or, if no such closing price is
available, the fair market value of Hana’s Common Stock as mutually determined
by Hana and Deerfield); provided, however, that in no
event shall the Average Share Price be less than $0.20.

    


    A Major
Transaction shall mean (A) a consolidation, merger, exchange of shares,
recapitalization, reorganization, business combination or other similar event
(1) following which the holders of Hana’s Common Stock immediately preceding
such consolidation, merger, exchange, recapitalization, reorganization,
combination or event either no longer hold a majority of the shares of Hana’s
Common Stock or no longer have the ability to elect a majority of the board of
directors of Hana or (2) as a result of which shares of Hana Common Stock shall
be changed into (or the shares of Hana Common Stock become entitled to receive)
the same or a different number of shares of the same or another class or classes
of stock or securities of Hana or another entity; (B) the direct or indirect
sale or transfer of all or substantially all of Hana’s assets or (C) the
liquidation, bankruptcy, insolvency, dissolution or winding up (or the
occurrence of any analogous proceeding) affecting Hana.

    


    
      
         

      

      
         

        
          

        

      

      
        
          Hana
Biosciences, Inc.

          September
2, 2009

          Page
3

        

      

       

       

       

    

    All
references herein to per share prices of Hana Common Stock, including without
limitation, those prices and formulae described or incorporated in clauses (ii)
through (iv), above, or in the definition of Average Share Price, shall be
adjusted appropriately to reflect any subdivision, combination or similar
reclassification of Hana Common Stock.

    


    Hana
agrees to register for resale under the Securities Act of 1933 any securities
issued to Deerfield pursuant to the terms of this agreement.

    


    Upon the
occurrence of the Major Transaction described in Hana’s Notice dated August 18,
2009, the Warrants shall be deemed redeemed by Hana and all of Deerfield’s
rights thereunder shall terminate.

    


    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         

      

      
         

        
          

        

      

      
        
          Hana
Biosciences, Inc.

          September
2, 2009

          Page
4

        

      

    

     

     

     

    
      
        
          
            
              	 	Sincerely,	 
	 	 	 
	 	DEERFIELD
      PRIVATE DESIGN FUND, L.P.	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	
                      /s/ James
      E. Flynn    

                    	 
	 	Title: 	
                      General
      Partner 

                    	 
	 	 	 	 
	 	 	 	 


            

          

        

      

       

      
        
          
            	 	DEERFIELD
      SPECIAL SITUATIONS FUND L.P.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	
                    /s/ James
      E. Flynn    

                  	 
	 	Title: 	
                    General
      Partner 

                  	 
	 	 	 	 
	 	 	 	 


          

        

         

        
          
            
              	 	      
                      DEERFIELD
      SPECIAL SITUATIONS FUND

                      INTERNATIONAL
      LIMITED

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	
                      /s/ James
      E. Flynn    

                    	 
	 	Title: 	
                      General
      Partner 

                    	 
	 	 	 	 
	 	 	 	 


            

          

           

          
            
              
                	 	DEERFIELD
      PRIVATE DESIGN INTERNATIONAL, L.P.	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	
                        /s/ James
      E. Flynn    

                      	 
	 	Title: 	
                        General
      Partner 

                      	 
	 	 	 	 
	 	 	 	 


              

            

          

        

      

    

     

    AGREED
TO AND ACCEPTED:

    


    HANA
BIOSCIENCES, INC.

    
      
        
          
            
              
                
                  
                    	 	 	 	 	 	 
	By: 	
                            /s/
      Steven R. Deitcher 

                          	 	Dated:	
                            9/3/2009 

                          	 
	 	
                            Steven
      R. Deitcher