Exhibit
        4.6

       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

      EXERCISE
        ARE SUBJECT TO THE RESTRICTIONS ON

                   TRANSFER
        SET FORTH IN SECTION 5 OF THIS WARRANT        

       

      
        	
                Warrant
                  No. 2005B-[   ]

              	
                Number
                  of Shares: [           ]

                (subject
                  to adjustment)

              
	
                Date
                  of Issuance: October 24, 2005

                Original
                  Issue Date (as defined in subsection 2(a)): October 24,
                  2005

              	 


      

      Hana
        Biosciences, Inc.

       

      Common
        Stock Purchase Warrant

       

      (Void
        after October 24, 2010)

       

      Hana
        Biosciences, Inc., a Delaware corporation (the “Company”), for value received,
        hereby certifies that [                ],
        or its
        registered assigns (the “Registered Holder”), is entitled, subject to the terms
        and conditions set forth below, to purchase from the Company, at any time
        or
        from time to time on or after April 24, 2006 and on or before 5:00 p.m. (Eastern
        time) on October 24, 2010 (the “Exercise Period”), [           ]
        shares
        of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at
        a purchase price of $5.80 per share. The shares purchasable upon exercise
        of
        this Warrant, and the purchase price per share, each as adjusted from time
        to
        time pursuant to the provisions of this Warrant, are hereinafter referred
        to as
        the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one
        of a series of Warrants issued by the Company in connection with a private
        placement of Common Stock and of like tenor, except as to the number of shares
        of Common Stock subject thereto (collectively, the “Company Warrants”).


       

      1.  Exercise.

       

      (a)  Exercise
        for Cash.
        The
        Registered Holder may, at its option, elect to exercise this Warrant, in
        whole
        or in part and at any time or from time to time during the Exercise Period,
        by
        surrendering this Warrant, with the purchase form appended hereto as
Exhibit I
        duly
        executed by or on behalf of the Registered Holder, at the principal office
        of
        the Company, or at such other office or agency as the Company may designate,
        accompanied by payment in full, in lawful money of the United States, of
        the
        Purchase Price payable in respect of the number of Warrant Shares purchased
        upon
        such exercise. A facsimile signature of the Registered Holder on the purchase
        form shall be sufficient for purposes of exercising this Warrant, provided
        that
        the Company receives the Registered Holder’s original signature with three (3)
        business days thereafter.

       

      (b)  Cashless
        Exercise.
        

       

      (i)  At
        any
        time during the Exercise Period when the resale of the Warrant Shares by
        the
        Registered Holder is not registered pursuant to an effective registration
        statement filed with the Securities and Exchange Commission under the Securities
        Act of 1933, as amended (the “Securities Act”), the Registered Holder may, at
        its option, elect to exercise this Warrant, in whole or in part, on a cashless
        basis, by surrendering this Warrant, with the purchase form appended hereto
        as
Exhibit
        I
        duly
        executed by or on behalf of the Registered Holder, at the principal office
        of
        the Company, or at such other office or agency as the Company may designate,
        by
        canceling a portion of this Warrant in payment of the Purchase Price payable
        in
        respect of the number of Warrant Shares purchased upon such exercise. In
        the
        event of an exercise pursuant to this subsection 1(b), the number of Warrant
        Shares issued to the Registered Holder shall be determined according to the
        following formula: 

       

      X
        =
Y(A-B)

      A

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          	
                  Where: 
                    

                	
                  X
                    =

                	
                	
                  the
                    number of Warrant Shares that shall be issued to the Registered
                    Holder;
                    

                
	
                             

                	Y
                  =	
                   

                	
                  the
                    number of Warrant Shares for which this Warrant is being exercised
                    (which
                    shall include both the number of Warrant Shares issued to the
                    Registered
                    Holder and the number of Warrant Shares subject to the portion
                    of the
                    Warrant being cancelled in payment of the Purchase Price);
                    

                
	 	
                  A
                    =

                	
                   

                	
                  the
                    Fair Market Value (as defined below) of one share of Common Stock;
                    and

                
	 	
                  B
                    =

                	
                   

                	
                  the
                    Purchase Price then in
                    effect.

                


        

      

       

      (ii)  The
        Fair
        Market Value per share of Common Stock shall be determined as
        follows:

       

      (1)     If
        the
        Common Stock is listed on a national securities exchange, the Nasdaq National
        Market, the Nasdaq SmallCap Market or another nationally recognized trading
        system as of the Exercise Date, the Fair Market Value per share of Common
        Stock
        shall be deemed to be the average of the high and low reported sale prices
        per
        share of Common Stock thereon on the trading day immediately preceding the
        Exercise Date (provided
        that if
        no such price is reported on such day, the Fair Market Value per share of
        Common
        Stock shall be determined pursuant to clause (2) below).

       

      (2)     If
        the
        Common Stock is not listed on a national securities exchange, the Nasdaq
        National Market, the Nasdaq SmallCap Market or another nationally recognized
        trading system as of the Exercise Date, the Fair Market Value per share of
        Common Stock shall be deemed to be the amount most recently determined by
        the
        Board of Directors of the Company (the “Board”) to represent the fair market
        value per share of the Common Stock (including without limitation a
        determination for purposes of granting Common Stock options or issuing Common
        Stock under any plan, agreement or arrangement with employees of the Company);
        and, upon request of the Registered Holder, the Board (or a representative
        thereof) shall, as promptly as reasonably practicable but in any event not
        later
        than 10 days after such request, notify the Registered Holder of the Fair
        Market
        Value per share of Common Stock and furnish the Registered Holder with
        reasonable documentation of the Board’s determination of such Fair Market Value.
        Notwithstanding the foregoing, if the Board has not made such a determination
        within the three-month period prior to the Exercise Date, then (A) the
        Board shall make, and shall provide or cause to be provided to the Registered
        Holder notice of, a determination of the Fair Market Value per share of the
        Common Stock within 15 days of a request by the Registered Holder that it
        do so,
        and (B) the exercise of this Warrant pursuant to this subsection 1(b)
        shall
        be delayed until such determination is made and notice thereof is provided
        to
        the Registered Holder.  

       

      (c)  Exercise
        Date.
        Each
        exercise of this Warrant shall be deemed to have been effected immediately
        prior
        to the close of business on the day on which this Warrant shall have been
        surrendered to the Company as provided in subsection 1(a) or 1(b) above (the
        “Exercise Date”). At such time, the person or persons in whose name or names any
        certificates for Warrant Shares shall be issuable upon such exercise as provided
        in subsection 1(d) below shall be deemed to have become the holder or holders
        of
        record of the Warrant Shares represented by such certificates.

       

      (d)  Issuance
        of Certificates.
        As soon
        as practicable after the exercise of this Warrant in whole or in part, and
        in
        any event within 3 trading days thereafter, the Company, at its expense,
        will
        cause to be issued in the name of, and delivered to, the Registered Holder,
        or
        as the Registered Holder (upon payment by the Registered Holder of any
        applicable transfer taxes) may direct:

       

      (i)  a
        certificate or certificates for the number of full Warrant Shares to which
        the
        Registered Holder shall be entitled upon such exercise plus, in lieu of any
        fractional share to which the Registered Holder would otherwise be entitled,
        cash in an amount determined pursuant to Section 3 hereof; and

       

      (ii)  in
        case
        such exercise is in part only, a new warrant or warrants (dated the date
        hereof)
        of like tenor, calling in the aggregate on the face or faces thereof for
        the
        number of Warrant Shares equal (without giving effect to any adjustment therein)
        to the number of such shares called for on the face of this Warrant minus
        the
        number of Warrant Shares for which this Warrant was so exercised (which,
        in the
        case of an exercise pursuant to subsection 1(b), shall include both the number
        of Warrant Shares issued to the Registered Holder pursuant to such partial
        exercise and the number of Warrant Shares subject to the portion of the Warrant
        being cancelled in payment of the Purchase Price).

       

      
        
           

        

        
          -
            2
            -

          
            

          

        

        
           

        

      

      2.  Adjustments.

       

      (a)  Adjustment
        for Stock Splits and Combinations.
        If the
        Company shall at any time or from time to time after the date on which this
        Warrant was first issued (or, if this Warrant was issued upon partial exercise
        of, or in replacement of, another warrant of like tenor, then the date on
        which
        such original warrant was first issued) (the “Original Issue Date”) effect a
        subdivision of the outstanding Common Stock, the Purchase Price then in effect
        immediately before that subdivision shall be proportionately decreased. If
        the
        Company shall at any time or from time to time after the Original Issue Date
        combine the outstanding shares of Common Stock, the Purchase Price then in
        effect immediately before the combination shall be proportionately increased.
        Any adjustment under this paragraph shall become effective at the close of
        business on the date the subdivision or combination becomes
        effective.

       

      (b)  Adjustment
        for Certain Dividends and Distributions.
        In the
        event the Company at any time, or from time to time after the Original Issue
        Date shall make or issue, or fix a record date for the determination of holders
        of Common Stock entitled to receive, a dividend or other distribution payable
        in
        additional shares of Common Stock, then and in each such event the Purchase
        Price then in effect immediately before such event shall be decreased as
        of the
        time of such issuance or, in the event such a record date shall have been
        fixed,
        as of the close of business on such record date, by multiplying the Purchase
        Price then in effect by a fraction:

       

      (1)  the
        numerator of which shall be the total number of shares of Common Stock issued
        and outstanding immediately prior to the time of such issuance or the close
        of
        business on such record date, and

       

      (2)  the
        denominator of which shall be the total number of shares of Common Stock
        issued
        and outstanding immediately prior to the time of such issuance or the close
        of
        business on such record date plus the number of shares of Common Stock issuable
        in payment of such dividend or distribution; provided,
        however,
        that if
        such record date shall have been fixed and such dividend is not fully paid
        or if
        such distribution is not fully made on the date fixed therefor, the Purchase
        Price shall be recomputed accordingly as of the close of business on such
        record
        date and thereafter the Purchase Price shall be adjusted pursuant to this
        paragraph as of the time of actual payment of such dividends or
        distributions.

       

      (c)  Adjustments
        for Other Dividends and Distributions.
        In the
        event the Company at any time or from time to time after the Original Issue
        Date
        shall make or issue, or fix a record date for the determination of holders
        of
        Common Stock entitled to receive, a dividend or other distribution payable
        in
        securities of the Company (other than shares of Common Stock) or in cash
        or
        other property (other than regular cash dividends paid out of earnings or
        earned
        surplus, determined in accordance with generally accepted accounting
        principles), then and in each such event provision shall be made so that
        the
        Registered Holder shall receive upon exercise hereof, in addition to the
        number
        of shares of Common Stock issuable hereunder, the kind and amount of securities
        of the Company, cash or other property which the Registered Holder would
        have
        been entitled to receive had this Warrant been exercised on the date of such
        event and had the Registered Holder thereafter, during the period from the
        date
        of such event to and including the Exercise Date, retained any such securities
        receivable during such period, giving application to all adjustments called
        for
        during such period under this Section 2 with respect to the rights of the
        Registered Holder.

       

      (d)  Adjustment
        for Reorganization.
        If
        there shall occur any reorganization, recapitalization, reclassification,
        consolidation or merger involving the Company in which the Common Stock is
        converted into or exchanged for securities, cash or other property
        (collectively, a “Reorganization”),
        then,
        following such Reorganization, the Registered Holder shall receive upon exercise
        hereof the kind and amount of securities, cash or other property which the
        Registered Holder would have been entitled to receive pursuant to such
        Reorganization if such exercise had taken place immediately prior to such
        Reorganization. Notwithstanding the foregoing sentence, if (x) there
        shall
        occur any Reorganization in which the Common Stock is converted into or
        exchanged for anything other than solely equity securities, and (y) the
        common stock of the acquiring or surviving company is publicly traded, then,
        as
        part of such Reorganization, (i) the Registered Holder shall have
        the right
        thereafter to receive upon the exercise hereof such number of shares of common
        stock of the acquiring or surviving company as is determined by multiplying
        (A) the number of shares of Common Stock subject to this Warrant
        immediately prior to such Reorganization by (B) a fraction, the numerator
        of which is the Fair Market Value (as defined in subsection 1(b)(ii) above)
        per
        share of Common Stock as of the effective date of such Reorganization, and
        the
        denominator of which is the fair market value per share of common stock of
        the
        acquiring or surviving company as of the effective date of such transaction,
        as
        determined in good faith by the Board (using the principles set forth in
        subsections 2(d)(i) and 2(d)(ii) to the extent applicable), and
        (ii) the exercise price per share of common stock of the acquiring
        or
        surviving company shall be the Purchase Price divided by the fraction referred
        to in clause (B) above. In any such case, appropriate adjustment (as
        determined in good faith by the Board) shall be made in the application of
        the
        provisions set forth herein with respect to the rights and interests thereafter
        of the Registered Holder, to the end that the provisions set forth in this
        Section 2 (including provisions with respect to changes in and other adjustments
        of the Purchase Price) shall thereafter be applicable, as nearly as reasonably
        may be, in relation to any securities, cash or other property thereafter
        deliverable upon the exercise of this Warrant. 

       

      
        
           

        

        
          -
            3
            -

          
            

          

        

        
           

        

      

      (e)  Certificate
        as to Adjustments.
        Upon
        the occurrence of each adjustment or readjustment of the Purchase Price pursuant
        to this Section 2, the Company at its expense shall, as promptly as reasonably
        practicable but in any event not later than 10 days thereafter, compute such
        adjustment or readjustment in accordance with the terms hereof and furnish
        to
        the Registered Holder a certificate setting forth such adjustment or
        readjustment (including the kind and amount of securities, cash or other
        property for which this Warrant shall be exercisable and the Purchase Price)
        and
        showing in detail the facts upon which such adjustment or readjustment is
        based.
        The Company shall, as promptly as reasonably practicable after the written
        request at any time of the Registered Holder (but in any event not later
        than 10
        days thereafter), furnish or cause to be furnished to the Registered Holder
        a
        certificate setting forth (i) the Purchase Price then in effect and
        (ii) the number of shares of Common Stock and the amount, if any,
        of other
        securities, cash or property which then would be received upon the exercise
        of
        this Warrant. 

       

      3.  Fractional
        Shares.
        The
        Company shall not be required upon the exercise of this Warrant to issue
        any
        fractional shares, but shall pay the value thereof to the Registered Holder
        in
        cash on the basis of the Fair Market Value per share of Common Stock, as
        determined pursuant to subsection 2(d) above. 

       

      4.  Transfers,
        etc.

       

      (a)  Notwithstanding
        anything to the contrary contained herein, this Warrant and the Warrant Shares
        shall not be sold or transferred unless either (i) they first shall
        have
        been registered under the Securities Act of 1933, as amended (the “Act”), or
        (ii) such sale or transfer shall be exempt from the registration
        requirements of the Act and the Company shall have been furnished with an
        opinion of legal counsel, reasonably satisfactory to the Company, to the
        effect
        that such sale or transfer is exempt from the registration requirements of
        the
        Act. Notwithstanding the foregoing, no registration or opinion of counsel
        shall
        be required for (i) a transfer by a Registered Holder which is an
        entity to
        a wholly owned subsidiary of such entity, a transfer by a Registered Holder
        which is a partnership to a partner of such partnership or a retired partner
        of
        such partnership or to the estate of any such partner or retired partner,
        or a
        transfer by a Registered Holder which is a limited liability company to a
        member
        of such limited liability company or a retired member or to the estate of
        any
        such member or retired member, provided
        that the
        transferee in each case agrees in writing to be subject to the terms of this
        Section 4, or (ii) a transfer made in accordance with Rule 144
        under the Act.

       

      (b)  Each
        certificate representing Warrant Shares shall bear a legend substantially
        in the
        following form:

       

      “The
        securities represented hereby have not been registered under the Securities
        Act
        of 1933, as amended, or any state securities laws and neither the securities
        nor
        any interest therein may not be offered, sold, transferred, pledged or otherwise
        disposed of except pursuant to an effective registration under such act or
        an
        exemption from registration, which, in the opinion of counsel reasonably
        satisfactory to counsel for this corporation, is available.”

      


      The
        foregoing legend shall be removed from the certificates representing any
        Warrant
        Shares, at the request of the holder thereof, at such time as they become
        eligible for resale pursuant to Rule 144(k) under the Act or at such
        time
        as the Warrant Shares are sold or transferred in accordance with the
        requirements of a registration statement of the Company on Form S-3, or such
        other form as may then be in effect.

       

      
        
           

        

        
          -
            4
            -

          
            

          

        

        
           

        

      

      (c)  The
        Company will maintain a register containing the name and address of the
        Registered Holder of this Warrant. The Registered Holder may change its address
        as shown on the warrant register by written notice to the Company requesting
        such change.

       

      (d)  Subject
        to the provisions of Section 4 hereof, this Warrant and all rights hereunder
        are
        transferable, in whole or in part, upon surrender of this Warrant with a
        properly executed assignment (in the form of Exhibit II
        hereto)
        at the principal office of the Company (or, if another office or agency has
        been
        designated by the Company for such purpose, then at such other office or
        agency).

       

      5.  No
        Impairment.
        The
        Company will not, by amendment of its charter or through any reorganization,
        transfer of assets, consolidation, merger, dissolution, issue or sale of
        securities or any other voluntary action, avoid or seek to avoid the observance
        or performance of any of the terms of this Warrant, but will at all times
        in
        good faith assist in the carrying out of all such terms and in the taking
        of all
        such action as may be necessary or appropriate in order to protect the rights
        of
        the Registered Holder against impairment.

       

      6.  Notices
        of Record Date, etc.
        In the
        event:

       

      (a)  the
        Company shall take a record of the holders of its Common Stock (or other
        stock
        or securities at the time deliverable upon the exercise of this Warrant)
        for the
        purpose of entitling or enabling them to receive any dividend or other
        distribution, or to receive any right to subscribe for or purchase any shares
        of
        stock of any class or any other securities, or to receive any other right;
        or

       

      (b)  of
        any
        capital reorganization of the Company, any reclassification of the Common
        Stock
        of the Company, any consolidation or merger of the Company with or into another
        corporation, or any transfer of all or substantially all of the assets of
        the
        Company; or

       

      (c)  of
        the
        voluntary or involuntary dissolution, liquidation or winding-up of the Company,
        then, and in each such case, the Company will send or cause to be sent to
        the
        Registered Holder a notice specifying, as the case may be, (i) the record
        date
        for such dividend, distribution or right, and the amount and character of
        such
        dividend, distribution or right, or (ii) the effective date on which such
        reorganization, reclassification, consolidation, merger, transfer, dissolution,
        liquidation or winding-up is to take place, and the time, if any is to be
        fixed,
        as of which the holders of record of Common Stock (or such other stock or
        securities at the time deliverable upon the exercise of this Warrant) shall
        be
        entitled to exchange their shares of Common Stock (or such other stock or
        securities) for securities or other property deliverable upon such
        reorganization, reclassification, consolidation, merger, transfer, dissolution,
        liquidation or winding-up. Such notice shall be sent at least 10 days prior
        to
        the record date or effective date for the event specified in such
        notice.

       

      7.  Reservation
        of Stock.
        The
        Company will at all times reserve and keep available, solely for issuance
        and
        delivery upon the exercise of this Warrant, such number of Warrant Shares
        and
        other securities, cash and/or property, as from time to time shall be issuable
        upon the exercise of this Warrant.

       

      8.  Exchange
        or Replacement of Warrants. 

       

      (a)  Upon
        the
        surrender by the Registered Holder, properly endorsed, to the Company at
        the
        principal office of the Company, the Company will, subject to the provisions
        of
        Section 4 hereof, issue and deliver to or upon the order of the Registered
        Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in
        the name of the Registered Holder or as the Registered Holder (upon payment
        by
        the Registered Holder of any applicable transfer taxes) may direct, calling
        in
        the aggregate on the face or faces thereof for the number of shares of Common
        Stock (or other securities, cash and/or property) then issuable upon exercise
        of
        this Warrant.

       

      
        
           

        

        
          -
            5
            -

          
            

          

        

        
           

        

      

      (b)  Upon
        receipt of evidence reasonably satisfactory to the Company of the loss, theft,
        destruction or mutilation of this Warrant and (in the case of loss, theft
        or
        destruction) upon delivery of an indemnity agreement (with surety if reasonably
        required) in an amount reasonably satisfactory to the Company, or (in the
        case
        of mutilation) upon surrender and cancellation of this Warrant, the Company
        will
        issue, in lieu thereof, a new Warrant of like tenor.

       

      9.  Notices.
        All
        notices and other communications from the Company to the Registered Holder
        in
        connection herewith shall be mailed by certified or registered mail, postage
        prepaid, or sent via a reputable nationwide overnight courier service
        guaranteeing next business day delivery, to the address last furnished to
        the
        Company in writing by the Registered Holder. All notices and other
        communications from the Registered Holder to the Company in connection herewith
        shall be mailed by certified or registered mail, postage prepaid, or sent
        via a
        reputable nationwide overnight courier service guaranteeing next business
        day
        delivery, to the Company at its principal office set forth below. If the
        Company
        should at any time change the location of its principal office to a place
        other
        than as set forth below, it shall give prompt written notice to the Registered
        Holder and thereafter all references in this Warrant to the location of its
        principal office at the particular time shall be as so specified in such
        notice.
        All such notices and communications shall be deemed delivered one business
        day
        after being sent via a reputable international overnight courier service
        guaranteeing next business day delivery. 

       

      10.  No
        Rights as Stockholder.
        Until
        the exercise of this Warrant, the Registered Holder shall not have or exercise
        any rights by virtue hereof as a stockholder of the Company. Notwithstanding
        the
        foregoing, in the event (i) the Company effects a split of the Common
        Stock
        by means of a stock dividend and the Purchase Price of and the number of
        Warrant
        Shares are adjusted as of the date of the distribution of the dividend (rather
        than as of the record date for such dividend), and (ii) the Registered
        Holder exercises this Warrant between the record date and the distribution
        date
        for such stock dividend, the Registered Holder shall be entitled to receive,
        on
        the distribution date, the stock dividend with respect to the shares of Common
        Stock acquired upon such exercise, notwithstanding the fact that such shares
        were not outstanding as of the close of business on the record date for such
        stock dividend.

       

      11.  Amendment
        or Waiver.
        Any
        term of this Warrant may be amended or waived (either generally or in a
        particular instance and either retroactively or prospectively) with the written
        consent of the Company and the holders of Company Warrants representing at
        least
        eighty percent (80%) of the number of shares of Common Stock then subject
        to
        outstanding Company Warrants. Notwithstanding the foregoing, (a) this Warrant
        may be amended and the observance of any term hereunder may be waived without
        the written consent of the Registered Holder only in a manner which applies
        to
        all Company Warrants in the same fashion and (b) the number of Warrant Shares
        subject to this Warrant and the Purchase Price of this Warrant may not be
        amended, and the right to exercise this Warrant may not be waived, without
        the
        written consent of the Registered Holder (it being agreed that an amendment
        to
        or waiver under any of the provisions of Section 2 of this Warrant shall
        not be
        considered an amendment of the number of Warrant Shares or the Purchase Price).
        The Company shall give prompt written notice to the Registered Holder of
        any
        amendment hereof or waiver hereunder that was effected without the Registered
        Holder’s written consent. No waivers of any term, condition or provision of this
        Warrant, in any one or more instances, shall be deemed to be, or construed
        as, a
        further or continuing waiver of any such term, condition or
        provision.

       

      12.  Section
        Headings.
        The
        section headings in this Warrant are for the convenience of the parties and
        in
        no way alter, modify, amend, limit or restrict the contractual obligations
        of
        the parties.

       

      13.  Governing
        Law.
        This
        Warrant will be governed by and construed in accordance with the internal
        laws
        of the State of New York (without reference to the conflicts of law provisions
        thereof).

       

      14.  Facsimile
        Signatures.
        This
        Warrant may be executed by facsimile signature.

       

      


      
        
           

        

        
          -
            6
            -

          
            

          

        

        
           

        

      

       

      EXECUTED
        as of the Date of Issuance indicated above.

       

      
        	 	 	 
	 	HANA
                BIOSCIENCES, INC.
	 
 	 
 	 
 
	Date: 	By:  	 
	 	
                

                Name:

                 

                Title:

              
	 	 
	ATTEST:	 
	
                

                 	 
	 	 


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        I

       

      PURCHASE
        FORM

       

      To:
        Hana
        Biosciences, Inc.Dated:____________

       

      


       

      The
        undersigned, pursuant to the provisions set forth in the attached Warrant
        (No. ___), hereby elects to purchase (check
        applicable box):

       

      o ____
        shares of the Common Stock of Hana Biosciences, Inc. covered by such Warrant;
        or 

       

      o ____
        the
        maximum number of shares of Common Stock covered by such Warrant pursuant
        to the
        cashless exercise procedure set forth in subsection 1(b).

       

       

      The
        undersigned herewith makes payment of the full purchase price for such shares
        at
        the price per share provided for in such Warrant. Such payment takes the
        form of
(check
        applicable box or boxes):

       

      
        o $______
          in lawful money of the United States; and/or

         

        o the
          cancellation of such portion of the attached Warrant as is exercisable
          for a
          total of _____ Warrant Shares (using a Fair Market Value of $_____ per
          share for
          purposes of this calculation) ; and/or

         

        o the
          cancellation of such number of Warrant Shares as is necessary, in accordance
          with the formula set forth in subsection 1(b), to exercise this
          Warrant
          with respect to the maximum number of Warrant Shares purchasable pursuant
          to the
          cashless exercise procedure set forth in subsection 1(b).


      

       

      Signature: ______________________

       

      Address: _______________________

                                            
        

                                                                                                                       
        _______________________

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      EXHIBIT
        II

       

      ASSIGNMENT
        FORM

       

      FOR
        VALUE
        RECEIVED, ______________________________________ hereby sells, assigns and
        transfers all of the rights of the undersigned under the attached Warrant
        (No.
        ____) with respect to the number of shares of Common Stock of Hana Biosciences,
        Inc. covered thereby set forth below, unto:

       

      
        	
                Name
                  of Assignee

              	
                Address

              	
                No.
                  of Shares

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

       

       

      Dated:_____________________Signature:________________________________

       

      Signature
        Guaranteed:

       

      By:
        _______________________

       

      The
        signature should be guaranteed by an eligible guarantor institution (banks,
        stockbrokers, savings and loan associations and credit unions with membership
        in
        an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
        under the Securities Exchange Act of 1934, as amended.

       

      
        
           

        

        
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