Exhibit
      10.14


    SECURITIES
      PURCHASE AGREEMENT

     

     

    This
      Securities Purchase Agreement, dated on and as of the date set forth on the
      signature page hereto (this “Agreement”),
      is
      made between Hana Biosciences, Inc., a Delaware corporation (the “Company”),
      the
      undersigned purchaser(s) (each a “Purchaser”
      and
      collectively, the “Purchasers”)
      and
      each assignee of a Purchaser who becomes a party hereto.

     

    WHEREAS,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”)
      and
      Rule 506 of Regulation D promulgated thereunder, the Company desires to offer,
      issue and sell to the Purchasers (the “Offering”),
      and
      the Purchasers, severally and not jointly, desire to purchase from the Company,
      shares (the “Shares”)
      of the
      Company’s common stock, par value $0.001 per share (the “Common
      Stock”),
      and
      five-year warrants to purchase shares of Common Stock (the “Warrants”),
      with
      an exercise price per share equal to $5.80. The Shares and the Warrants are
      collectively referred to herein as the “Securities”.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements contained in this
      Agreement, and for other good and valuable consideration the receipt and
      adequacy of which is hereby acknowledged, the Company and each of the Purchasers
      agree as follows:

     

    
      	
              A.

            	
              Subscription

            


    

     

    (1) Subject
      to the conditions to closing set forth herein, each Purchaser hereby irrevocably
      subscribes for and agrees to purchase Securities for the aggregate purchase
      price set forth on the signature page of such Purchaser hereto (the
“Subscription
      Amount”).
      The
      Securities to be issued to a Purchaser hereunder shall consist of (i)
Shares
      in
      an amount equal to the quotient of (x) the Subscription Amount, divided by
      (y)
      the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant
      to purchase such number of shares of Common Stock to be determined based on
      a
      ratio of one (1) share of Common Stock for every five (5) Shares purchased
      hereunder, rounded down to the nearest whole number. This Agreement shall not
      become binding on any Purchaser unless the aggregate Subscription Amount of
      the
      Purchasers is at least $10,000,000 (the “Minimum
      Subscription Amount”).
      The
      aggregate amount of Securities to be issued pursuant to the Offering shall
      not
      exceed 3,686,729 Shares, which number represents approximately 19.99% of the
      total shares of Common Stock outstanding on the date hereof, and Warrants to
      purchase 737,345 shares of Common Stock. The
      Company shall allocate the Subscription Amount between the Shares and the
      Warrants prior to the Closing (as defined below) and provide notice to the
      Purchasers of such allocation. 

     

    (2) For
      purposes of this Agreement, the “Offering
      Price”
      shall
      be $4.00, which shall be
      the
      price per Share to be paid by the Purchasers. 

     

    (3) As
      soon
      as possible, but no later than three (3) business days after the date of this
      Agreement, the Company shall hold the closing of the Offering (the “Closing”
      and the
      date of the Closing, the “Closing
      Date”).
      Prior
      to the Closing, each Purchaser shall deliver the applicable Subscription Amount,
      by wire transfer to such escrow account in accordance with the wire transfer
      instructions set forth on Schedule
      A,
      and
      such amount shall be held in the manner described in Paragraph (4) below. The
      receipt of funds for the Minimum Subscription Amount into the escrow account
      referenced in Paragraph (4) below shall be a condition to each Purchaser’s
      obligation to complete the purchase of the Securities as contemplated by this
      Agreement.  

     

    (4) All
      payments for Securities made by the Purchasers will be deposited as soon as
      practicable for the undersigned’s benefit in a non-interest bearing escrow
      account. Payments for Securities made by the Purchasers will be returned
      promptly, prior to an applicable Closing, without interest or deduction, if,
      or
      to the extent, the undersigned’s subscription is rejected or the Offering is
      terminated for any reason. 

     

    (5) Upon
      receipt by the Company of the requisite payment for all Securities to be
      purchased by the Purchasers, the Company shall, at the Closing: (i) issue to
      each Purchaser stock certificates representing the shares of Common Stock
      purchased at such Closing under this Agreement; (ii) issue to each Purchaser
      a
      Warrant to purchase such number of shares of Common Stock calculated based
      on
      the number of shares of Common Stock issued at such Closing and in accordance
      with Paragraph (1) above; (iii) deliver to the Purchasers and to Oppenheimer
      & Co. Inc. and Griffin Securities, Inc., the co-placement agents for the
      Offering (together, the “Placement
      Agents”),
      a
      certificate stating that the representations and warranties made by the Company
      in Section C of this Agreement were true and correct in all material respects
      when made and are true and correct in all material respects on the date of
      each
      such Closing relating to the Securities subscribed for pursuant to this
      Agreement as though made on and as of such Closing date (provided, however,
      that
      representations and warranties that speak as of a specific date shall continue
      to be true and correct as of the Closing with respect to such date); (iv) have
      obtained from AMEX written approval of the Company’s additional listing
      application relating to the Securities to be issued hereunder; and (v) cause
      to
      be delivered to the Placement Agents and the Purchasers an opinion of Maslon
      Edelman Borman & Brand, LLP substantially in the form of Exhibit
      A
      hereto
      and reasonably acceptable to counsel for the Placement Agents. The obligations
      of the Company described in the foregoing clauses (i) through (v) shall be
      conditions precedent to each Purchaser’s obligation to complete the purchase of
      the Securities as contemplated by this Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (6) Each
      Purchaser acknowledges and agrees that the purchase of Shares and Warrants
      by
      such Purchaser pursuant to the Offering is subject to all the terms and
      conditions set forth in this Agreement.

     

    
      	
              B.

            	
              Representations
                and Warranties of the
                Purchaser

            


    

     

    Each
      Purchaser, severally and not jointly, hereby represents and warrants to the
      Company and the Placement Agents, and agrees with the Company as
      follows:

     

    (1) The
      Purchaser has carefully read this Agreement and the form of Warrant attached
      hereto as Exhibit
      B
      (collectively the “Offering
      Documents”),
      and
      is familiar with and understands the terms of the Offering. Specifically, and
      without limiting in any way the foregoing representation, the
      Purchaser has carefully read and considered the Company’s (a) Annual Report on
      Form 10-KSB for the fiscal year ended December 31, 2004 (the “2004
      Form 10-KSB”),
      including, without limitation, the financial statements included therein and
      the
      sections therein entitled “Item 1. Business,”“Risk Factors” (which immediately
      follows “Item 1. Business”), and “Management’s Discussion and Analysis of
      Financial Condition and Results of Operations,” and (b) Quarterly Reports on
      Form 10-QSB for the quarters ended March 31, 2005 and June 30, 2005,
      respectively, including, without limitation, the subsections of each such Form
      10-QSB entitled “Item 1. Financial Statements,” and “Item 2. Management’s
      Discussion and Analysis of Financial Condition and Results of Operations.” The
      Purchaser fully understands all of the risks related to the purchase of the
      Securities. The
      Purchaser has carefully considered and has discussed with the Purchaser’s
      professional legal, tax, accounting and financial advisors, to the extent the
      Purchaser has deemed necessary, the suitability of an investment in the
      Securities for the Purchaser’s particular tax and financial situation and has
      determined that the Securities being subscribed for by the Purchaser are a
      suitable investment for the Purchaser. The
      Purchaser recognizes that an investment in the Securities involves substantial
      risks, including the possible loss of the entire amount of such investment.
      The
      Purchaser further recognizes that the Company has broad discretion concerning
      the use and application of the proceeds from the Offering.

     

    (2) The
      Purchaser acknowledges that (i) the Purchaser has had the opportunity to request
      copies of any documents, records, and books pertaining to this investment and
      (ii) any such documents, records and books that the Purchaser requested have
      been made available for inspection by the Purchaser, the Purchaser’s attorney,
      accountant or advisor(s).

     

    (3) The
      Purchaser and the Purchaser’s advisor(s) have had a reasonable opportunity to
      ask questions of and receive answers from representatives of the Company or
      persons acting on behalf of the Company concerning the Offering and all such
      questions have been answered to the full satisfaction of the
      Purchaser.

     

    (4) The
      Purchaser is not subscribing for Securities as a result of or subsequent to
      any
      advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar, meeting or conference whose attendees have been
      invited by any general solicitation or general advertising. 

     


    
      
        
        

      

      
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    (5) If
      the
      Purchaser is a natural person, the Purchaser has reached the age of majority
      in
      the state in which the Purchaser resides. Each Purchaser has adequate means
      of
      providing for the Purchaser’s current financial needs and contingencies, is able
      to bear the substantial economic risks of an investment in the Securities for
      an
      indefinite period of time, has no need for liquidity in such investment and
      can
      afford a complete loss of such investment.

     

    (6) The
      Purchaser has sufficient knowledge and experience in financial, tax and business
      matters to enable the Purchaser to utilize the information made available to
      the
      Purchaser in connection with the Offering, to evaluate the merits and risks
      of
      an investment in the Securities and to make an informed investment decision
      with
      respect to an investment in the Securities on the terms described in the
      Offering Documents.

     

    (7) The
      Purchaser will not sell or otherwise transfer the Securities without
      registration under the Securities Act and applicable state securities laws
      or an
      applicable exemption therefrom. The Purchaser acknowledges that neither the
      offer nor sale of the Securities has been registered under the Securities Act
      or
      under the securities laws of any state. The Purchaser represents and warrants
      that the Purchaser is acquiring the Securities for the Purchaser’s own account,
      for investment and not with a view toward resale or distribution within the
      meaning of the Securities Act. The Purchaser has not offered or sold the
      Securities being acquired nor does the Purchaser have any present intention
      of
      selling, distributing or otherwise disposing of such Securities either currently
      or after the passage of a fixed or determinable period of time or upon the
      occurrence or non-occurrence of any predetermined event or circumstances in
      violation of the Securities Act. The Purchaser is aware that (i) the Securities
      are not currently eligible for sale in reliance upon Rule 144 promulgated under
      the Securities Act and (ii) the Company has no obligation to register the
      Securities subscribed for hereunder, except as provided in Section E
      hereof.
      By
      making these representations herein, Purchaser is not making any representation
      or agreement to hold the Securities for any minimum or other specific term
      and
      reserves the right to dispose of the Securities at any time in accordance with
      or pursuant to a registration statement or an available exemption to the
      registration requirements of the Securities Act.

     

    (8) The
      Purchaser acknowledges that the certificates representing the Shares, the
      Warrants and, upon the exercise of the Warrants, the shares of Common Stock
      issuable upon exercise of the Warrants (the “Warrant
      Shares”),
      be
      stamped or otherwise imprinted with 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 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 this corporation, is available.

    


    Certificates
      evidencing the Shares and the Warrant Shares shall not be required to contain
      such legend or any other legend (i) following any sale of such Shares or Warrant
      Shares pursuant to Rule 144, or (ii) if such Shares or Warrant Shares are
      eligible for sale under Rule 144(k) or have been sold pursuant to the
      Registration Statement (as hereafter defined) and in compliance with the
      obligations set forth in Section E(6), below, or (iii) such legend is not
      required under applicable requirements of the Securities Act (including judicial
      interpretations and pronouncements issued by the Staff of the Securities and
      Exchange Commission), in each such case (i) through (iii) to the extent
      reasonably determined by the Company’s legal counsel. Notwithstanding the
      foregoing, following the effective date of the Registration Statement, the
      legend set forth above may, at the request of the Purchaser, be removed from
      the
      certificates evidencing such Shares and Warrant Shares prior to the resale
      thereof and the Company will rescind any stop transfer orders with respect
      to
      such shares given to the Company’s transfer agent, provided that such Purchaser
      represents and covenants to the Company in writing (in a form reasonably
      acceptable to the Company and its counsel) that (1) the Purchaser will sell
      such
      shares only pursuant to and in the manner contemplated by the Registration
      Statement, including the Plan of Distribution section contained therein (in
      substantially the form attached hereto as Exhibit E), and otherwise in
      compliance with the Securities Act, including the prospectus delivery
      requirements of such act, (2) the Purchaser will indemnify the Company for
      any
      damages or losses resulting to the Company for the Purchaser’s breach of its
      representation and covenant described in the foregoing clause (1), and (3)
      such
      other agreements or covenants as the Company or its counsel may reasonably
      request. Subject to the foregoing, at such time and to the extent a legend
      is no
      longer required for the Shares or Warrant Shares, the Company will use its
      best
      efforts to no later than three (3) trading days following the delivery by a
      Purchaser to the Company or the Company’s transfer agent of a legended
      certificate representing such Shares or Warrant Shares (together with such
      accompanying documentation or representations as reasonably required by counsel
      to the Company), deliver or cause to be delivered a certificate representing
      such Shares or Warrant Shares that is free from the foregoing legend.



    
      
        
        

      

      
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    (9) If
      this
      Agreement is executed and delivered on behalf of a partnership, corporation,
      trust, estate or other entity: (i) such partnership, corporation, trust, estate
      or other entity has the full legal right and power and all authority and
      approval required (a) to execute and deliver this Agreement and all other
      instruments executed and delivered by or on behalf of such partnership,
      corporation, trust, estate or other entity in connection with the purchase
      of
      its Securities, and (b) to purchase and hold such Securities; (ii) the signature
      of the party signing on behalf of such partnership, corporation, trust, estate
      or other entity is binding upon such partnership, corporation, trust, estate
      or
      other entity; and (iii) such partnership, corporation, trust or other entity
      has
      not been formed for the specific purpose of acquiring such Securities, unless
      each beneficial owner of such entity is qualified as an accredited investor
      within the meaning of Rule 501(a) of Regulation D promulgated under the
      Securities Act and has submitted information to the Company substantiating
      such
      individual qualification.

     

    (10) If
      the
      Purchaser is a retirement plan or is investing on behalf of a retirement plan,
      the Purchaser acknowledges that an investment in the Securities poses additional
      risks, including the inability to use losses generated by an investment in
      the
      Securities to offset taxable income.

     

    (11) The
      information contained in the purchaser questionnaire in the form of Exhibit
      C
      attached
      hereto (the “Purchaser
      Questionnaire”)
      delivered by the Purchaser in connection with this Agreement is complete and
      accurate in all respects, and the Purchaser is an “accredited investor” as
      defined in Rule 501 of Regulation D under the Securities Act on the basis
      indicated therein. The Purchaser shall indemnify and hold harmless the Company
      and each officer, director or control person, who is or may be a party or is
      or
      may be threatened to be made a party to any threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative, by reason of or arising from any actual or alleged
      misrepresentation or misstatement of facts or omission to represent or state
      facts made or alleged to have been made by the Purchaser to the Company or
      omitted or alleged to have been omitted by the Purchaser, concerning the
      Purchaser or the Purchaser’s authority to invest or financial position in
      connection with the Offering, including, without limitation, any such
      misrepresentation, misstatement or omission contained in the Agreement or any
      other document submitted by the Purchaser, against losses, liabilities and
      expenses for which the Company or any officer, director or control person has
      not otherwise been reimbursed (including attorney’s fees, judgments, fines and
      amounts paid in settlement) actually and reasonably incurred by the Company
      or
      such officer, director or control person in connection with such action, suit
      or
      proceeding. For the avoidance of doubt, such indemnification shall be the
      several, and not joint, obligation of each Purchaser with respect to its own
      action or inaction as provided above.

     

    (12)  The
      information contained in the selling stockholder questionnaire in the form
      of
Exhibit
      D
      attached
      hereto (the “Selling
      Stockholder Questionnaire”)
      delivered
      by the Purchaser in connection with this Agreement is complete and accurate
      in
      all respects.

     

    (13) The
      Purchaser acknowledges that the Company will have the authority to issue shares
      of Common Stock, in excess of those being issued in connection with the
      Offering, and that the Company may issue additional shares of Common Stock
      from
      time to time. The issuance of additional shares of Common Stock may cause
      dilution of the existing shares of Common Stock and a decrease in the market
      price of such existing shares.

     

    (14) The
      Purchaser acknowledges that the Company has engaged the Placement Agents in
      connection with the Offering and, as consideration for their services, has
      agreed to pay the Placement Agents an aggregate cash commission equal to seven
      percent (7%) of the gross proceeds resulting from the Offering and issue a
      warrant (the “Placement
      Agent Warrant”)
      to
      purchase a number of shares of Common Stock equal to six percent (6%) of the
      aggregate Shares sold in the Offering. The Placement Agent Warrant will have
      a
      term of five years and be exercisable at a price equal to the exercise price
      of
      the Warrant issued to Purchaser hereunder.

     


    
      
        
        

      

      
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              C.

            	
              Representations
                and Warranties of the Company


            


    

     

    The
      Company hereby makes the following representations and warranties to the
      Purchaser and the Placement Agents, which shall survive the Closing and the
      purchase and sale of the Securities.
      

     

    (1) Organization,
      Good Standing and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has full corporate power and
      authority to conduct its business as currently conducted. The Company is duly
      qualified to do business as a foreign corporation and is in good standing in
      all
      jurisdictions in which the character of the property owned or leased or the
      nature of the business transacted by it makes qualification necessary, except
      where the failure to be so qualified would not have a material adverse effect
      on
      the business, properties, prospects, financial condition or results of
      operations of the Company (a “Material
      Adverse Effect”).
      

     

    (2) Capitalization.
      The
      authorized capital stock of the Company consists of 100,000,000 shares of Common
      Stock and 10,000,000 shares of preferred stock, par value $0.001 per share.
      As
      of
      October 14, 2005, there
      were 18,433,650 shares
      of
      Common Stock and no shares of preferred stock issued and outstanding. As of
      October 14, 2005, the Company had reserved (i) 1,410,068 shares of Common Stock
      for issuance to employees, directors and consultants pursuant to the Company’s
      2003 Stock Option Plan, of which 704,296 shares of Common Stock are subject
      to
      outstanding, unexercised options as of such date, (ii) 2,500,000 shares of
      Common Stock for issuance to employees, directors and consults pursuant to
      the
      Company’s 2004 Stock Incentive Plan, of which 1,034,504 shares of Common Stock
      are subject to outstanding, unexercised options as of such date, and (iii)
      2,483,263 shares of Common Stock reserved for issuance pursuant to other
      outstanding options and warrants to purchase Common Stock. Other than as set
      forth above or as contemplated in this Agreement, there are no other options,
      warrants, calls, rights, commitments or agreements of any character to which
      the
      Company is a party or by which either the Company is bound or obligating the
      Company to issue, deliver, sell, repurchase or redeem, or cause to be issued,
      delivered, sold, repurchased or redeemed, any shares of the capital stock of
      the
      Company or obligating the Company to grant, extend or enter into any such
      option, warrant, call, right, commitment or agreement. The
      issuance and sale of the Securities contemplated hereby will not give rise
      to
      any preemptive rights, rights of first refusal or other similar rights on behalf
      of any person, other than the Company’s obligation to issue an option to Mark J.
      Ahn following completion of the transactions contemplated hereby, as described
      on that certain Employment Agreement dated November 1, 2003, as amended on
      October 21, 2004, by and between the Company and Mr. Ahn (which agreement is
      incorporated by reference as Exhibits 10.1 and 10.11 to the 2004 Form
      10-KSB). 

     

    (3) Issuance;
      Reservation of Shares.
      The
      issuance of the Shares has been duly and validly authorized by all necessary
      corporate and stockholder action, and the Shares, when issued and paid for
      pursuant to this Agreement, will be validly issued, fully paid and
      non-assessable shares of Common Stock of the Company. The issuance of the
      Warrants has been duly and validly authorized by all necessary corporate and
      stockholder action, and the Warrant Shares, when issued upon the due exercise
      of
      the Warrants, will be validly issued, fully paid and non-assessable shares
      of
      Common Stock of the Company. The Company has reserved, and will reserve, at
      all
      times that the Warrants or Placement Agent Warrants remain outstanding, such
      number of shares of Common Stock sufficient to enable the full exercise of
      the
      Warrants and the Placement Agent Warrants.

     

    (4) Authorization;
      Enforceability.
      The
      Company has all corporate right, power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. All corporate
      action on the part of the Company, its directors and stockholders necessary
      for
      the authorization, execution, delivery and performance of this Agreement by
      the
      Company, the authorization, sale, issuance and delivery of the Securities
      contemplated herein and the performance of the Company’s obligations hereunder
      has been taken. This Agreement has been duly executed and delivered by the
      Company and constitutes the legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms and subject to
      laws
      of general application relating to bankruptcy, insolvency and the relief of
      debtors and rules of law governing specific performance, injunctive relief
      or
      other equitable remedies, and to limitations of public policy. 

     


    
      
        
        

      

      
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    (5) No
      Conflict; Governmental and Other Consents.

     

    (a) The
      execution and delivery by the Company of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in the violation of any
      law, statute, rule, regulation, order, writ, injunction, judgment or decree
      of
      any court or governmental authority to or by which the Company is bound, or
      of
      any provision of the Certificate of Incorporation or Bylaws of the Company,
      and
      will not conflict with, or result in a breach or violation of, any of the terms
      or provisions of, or constitute (with due notice or lapse of time or both)
      a
      default under, any lease, loan agreement, mortgage, security agreement, trust
      indenture or other agreement or instrument to which the Company is a party
      or by
      which it is bound or to which any of its properties or assets is subject, nor
      result in the creation or imposition of any lien upon any of the properties
      or
      assets of the Company except to the extent that any such violation, conflict
      or
      breach would not be reasonably likely to have a Material Adverse Effect.
      No
      holder
      of any of the securities of the Company or any of its Subsidiaries has any
      rights (“demand,”“piggyback” or otherwise) to have such securities registered by
      reason of the intention to file, filing or effectiveness of a Registration
      Statement (as defined in Section E hereof), other than those persons identified
      as “selling stockholders” in the registration statements filed by the Company
      under the Securities Act on Form SB-2 (SEC File Nos. 333-118426 and
      333-125083).

     

    (b) Except
      for the approval of the American Stock Exchange (the “AMEX”),
      no
      consent, approval, authorization or other order of any governmental authority
      or
      other third-party is required to be obtained by the Company in connection with
      the authorization, execution and delivery of this Agreement or with the
      authorization, issue and sale of the Securities, except such post-Closing
      filings as may be required to be made with the Securities and Exchange
      Commission (the “SEC”),
      AMEX
      and
      with
      any state or foreign blue sky or securities regulatory authority. 

     

    (6) Litigation.
      There
      are no pending or, to the Company’s knowledge, threatened legal or governmental
      proceedings against the Company, which, if adversely determined, would be
      reasonably likely to have a Material Adverse Effect on the Company. There
      is
      no action, suit, proceeding, inquiry or investigation before or by any court,
      public board or body (including, without limitation, the SEC) pending or, to
      the
      knowledge of the Company, threatened against or affecting the Company or any
      of
      its Subsidiaries wherein an unfavorable decision, ruling or finding could
      adversely affect the validity or enforceability of, or the authority or ability
      of the Company to perform its obligations under the Agreements. The Company
      has
      not received any notice from its counsel that the Company is exposed to any
      liability that would reasonably be expected to have a Material Adverse Effect
      on
      the Company. 

     

    (7) Accuracy
      of Reports.
      All
      reports required to be filed by the Company within the two years prior to the
      date of this Agreement (the “SEC
      Reports”)
      under
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      have
      been filed with the SEC, complied at the time of filing in all material respects
      with the requirements of their respective forms and, except to the extent
      updated or superseded by any subsequently filed report, were complete and
      correct in all material respects as of the dates at which the information was
      furnished, and contained (as of such dates) no untrue statements of a material
      fact nor omitted to state any material fact necessary in order to make the
      statements contained therein, in light of the circumstances under which they
      were made, not misleading.

     

    (8) Financial
      Information.
      The
      Company’s financial statements that appear in the SEC Reports have been prepared
      in accordance with United States generally accepted accounting principles
      (“GAAP”),
      except in the case of unaudited statements, as permitted by Form 10-QSB of
      the
      SEC or as may be indicated therein or in the notes thereto, applied
      on a consistent basis throughout the periods indicated and such financial
      statements fairly present in all material respects the financial condition
      and
      results of operations of the Company as of the dates and for the periods
      indicated therein. 

     

    (9) Accounting
      Controls.
      The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurances that (i) transactions are executed in accordance with
      management’s general or specific authorization; (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      GAAP and to maintain accountability for assets; (iii) access to assets is
      permitted only in accordance with management’s general or specific
      authorization; and (iv) the recorded accountability for assets is compared
      with
      existing assets at reasonable intervals and appropriate action is taken with
      respect to any differences.

     


    
      
        
        

      

      
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    (10) Sarbanes-Oxley
      Act of 2002.
      The
      Company is, and will be, at all times during the period the Company must
      maintain effectiveness of the Registration Statement as provided herein, in
      compliance, in all material respects, with all applicable provisions of the
      Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder
      or implementing the provisions thereof that are in effect and is taking
      reasonable steps to ensure that it will be in compliance with other applicable
      provisions of the Sarbanes-Oxley Act of 2002 not currently in effect upon the
      effectiveness of such provisions.

     

    (11) Absence
      of Certain Changes.
      Since
      the date of the Company’s financial statements in the latest of the SEC Reports,
      there has not occurred any undisclosed event that has caused a Material Adverse
      Effect or any occurrence, circumstance or combination thereof that reasonably
      would be likely to result in such Material Adverse Effect.

     

    (12) Investment
      Company.
      The
      Company is not an “investment company” within the meaning of such term under the
      Investment Company Act of 1940, as amended, and the rules and regulations of
      the
      SEC thereunder.

     

    (13) Subsidiaries.
      The
      Company has no subsidiaries. For the purposes of this Agreement, “subsidiary”
      shall mean any company or other entity of which at least 50% of the securities
      or other ownership interest having ordinary voting power for the election of
      directors or other persons performing similar functions are at the time owned
      directly or indirectly by the Company or any of its other
      subsidiaries.

     

    (14) Indebtedness.
      The
      financial statements in the SEC Reports reflect, to the extent required, as
      of
      the date thereof all outstanding secured and unsecured Indebtedness (as defined
      below) of the Company or any subsidiary, or for which the Company or any
      subsidiary has commitments. For purposes of this Agreement, “Indebtedness”
      shall
      mean (a) any liabilities for borrowed money or amounts owed (other than trade
      accounts payable incurred in the ordinary course of business), (b) all
      guaranties, endorsements and other contingent obligations in respect of
      Indebtedness of others, whether or not the same are or should be reflected
      in
      the Company’s balance sheet (or the notes thereto), except guaranties by
      endorsement of negotiable instruments for deposit or collection or similar
      transactions in the ordinary course of business; and (c) the present value
      of
      any lease payments due under leases required to be capitalized in accordance
      with GAAP. The Company is not in default with respect to any
      Indebtedness.

     

    (15) Certain
      Fees.
       Other
      than fees payable to the Placement Agents,
      no
      brokers’, finders’ or financial advisory fees or commissions will be payable by
      the Company with respect to the transactions contemplated by this
      Agreement.

     

    (16) Material
      Agreements.
      Except
      as set forth in the SEC Reports, the Company is not a party to any written
      or
      oral contract, instrument, agreement, commitment, obligation, plan or
      arrangement, a copy of which would be required to be filed with the SEC as
      an
      exhibit to Form 10-KSB (each, a “Material
      Agreement”).
      The
      Company and each of its subsidiaries has in all material respects performed
      all
      the obligations required to be performed by them to date under the foregoing
      agreements, have received no notice of default by the Company or the subsidiary
      that is a party thereto, as the case may be, and, to the Company’s knowledge,
      are not in default under any Material Agreement now in effect, the result of
      which would be reasonably likely to have a Material Adverse Effect.

     

    (17) Transactions
      with Affiliates.
      Except
      as set forth in the SEC Reports, there are no loans, leases, agreements,
      contracts, royalty agreements, management contracts or arrangements or other
      continuing transactions between (a) the Company or any of its customers or
      suppliers on the one hand, and (b) on the other hand, any person who would
      be
      covered by Item 404(a) of Regulation S-B or any company or other entity
      controlled by such person.

     

    (18) Taxes.
      The
      Company has prepared and filed all federal, state, local, foreign and other
      tax
      returns for income, gross receipts, sales, use and other taxes and custom duties
      (“Taxes”)
      required by law to be filed by it, except for tax returns, the failure to file
      which, individually or in the aggregate, do not and would not have a Material
      Adverse Effect on the Company. Such filed tax returns are complete and accurate,
      except for such omissions and inaccuracies which, individually or in the
      aggregate, do not and would not have a Material Adverse Effect on the Company.
      The Company has paid or made provisions for the payment of all Taxes shown
      to be
      due on such tax returns and all additional assessments, and adequate provisions
      have been and are reflected in the financial statements of the Company and
      the
      subsidiaries for all current Taxes to which the Company or any subsidiary is
      subject and which are not currently due and payable, except for such Taxes
      which, if unpaid, individually or in the aggregate, do not and would not have
      a
      Material Adverse Effect on the Company. None of the federal income tax returns
      of the Company for the past five years has been audited by the Internal Revenue
      Service. The Company has not received written notice of any assessments,
      adjustments or contingent liability (whether federal, state, local or foreign)
      in respect of any Taxes pending or threatened against the Company or any
      subsidiary for any period which, if unpaid, would have a Material Adverse Effect
      on the Company. 

     


    
      
        
        

      

      
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    (19) Insurance.
      The
      Company is insured by insurers of recognized financial responsibility against
      such losses and risks and in such amounts as the Company believes are prudent
      and customary in the businesses in which the Company is engaged. The Company
      has
      no reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain similar coverage from
      similar insurers as may be necessary to continue its business without an
      increase in cost significantly greater than general increases in cost
      experienced for similar companies in similar industries with respect to similar
      coverage.

     

    (20) Environmental
      Matters.
      Except
      as disclosed in the SEC Reports, all real property owned, leased or otherwise
      operated by the Company is free of contamination from any substance, waste
      or
      material currently identified to be toxic or hazardous pursuant to, within
      the
      definition of a substance which is toxic or hazardous under, or which may result
      in liability under, any Environmental Law (as defined below), including, without
      limitation, any asbestos, polychlorinated biphenyls, radioactive substance,
      methane, volatile hydrocarbons, industrial solvents, oil or petroleum or
      chemical liquids or solids, liquid or gaseous products, or any other material
      or
      substance (“Hazardous
      Substance”)
      which
      has caused or would reasonably be expected to cause or constitute a threat
      to
      human health or safety, or an environmental hazard in violation of Environmental
      Law or to result in any environmental liabilities that would be reasonably
      likely to have a Material Adverse Effect. The Company has not caused or suffered
      to occur any release, spill, migration, leakage, discharge, disposal,
      uncontrolled loss, seepage, or filtration of Hazardous Substances that would
      reasonably be expected to result in environmental liabilities that would be
      reasonably likely to have a Material Adverse Effect. The Company has generated,
      treated, stored and disposed of any Hazardous Substances in compliance with
      applicable Environmental Laws, except for such non-compliances that would not
      be
      reasonably likely to have a Material Adverse Effect. The Company has obtained,
      or has applied for, and is in compliance with and in good standing under all
      permits required under Environmental Laws (except for such failures that would
      not be reasonably likely to have a Material Adverse Effect) and the Company
      has
      no knowledge of any proceedings to substantially modify or to revoke any such
      permit. There are no investigations, proceedings or litigation pending or,
      to
      the Company's knowledge, threatened against the Company or any of the Company’s
      facilities relating to Environmental Laws or Hazardous Substances. “Environmental
      Laws”
      shall
      mean all federal, national, state, regional and local laws, statutes, ordinances
      and regulations, in each case as amended or supplemented from time to time,
      and
      any judicial or administrative interpretation thereof, including orders, consent
      decrees or judgments relating to the regulation and protection of human health,
      safety, the environment and natural resources. 

     

    (21) Intellectual
      Property Rights and Licenses.
      The
      Company owns or has the right to use any and all information, know-how, trade
      secrets, patents, copyrights, trademarks, service marks, trade names, domain
      names, software, formulae, methods, processes and other intangible properties
      that are of a such nature and significance to the business that the failure
      to
      own or have the right to use such items would have a Material Adverse Effect
      (“Intangible
      Rights”).
      The
      Company has not received any notice that it is in conflict with or infringing
      upon the asserted intellectual property rights of others in connection with
      the
      Intangible Rights, and, to the Company’s knowledge, neither the use of the
      Intangible Rights nor the operation of the Company’s businesses is infringing or
      has infringed upon any intellectual property rights of others. All payments
      have
      been duly made that are necessary to maintain the Intangible Rights in force.
      No
      claims have been made, and to the Company’s knowledge, no claims are threatened,
      that challenge the validity or scope of any material Intangible Right of the
      Company. The Company has taken reasonable steps to obtain and maintain in force
      all licenses and other permissions under Intangible Rights of third parties
      necessary to conduct their businesses as heretofore conducted by them, and
      now
      being conducted by them, and as expected to be conducted, and the Company is
      not
      or has not been in material breach of any such license or other permission.
      

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


     

    (22) Labor,
      Employment and Benefit Matters.
      

     

    (a) There
      are
      no existing, or to the best of the Company’s knowledge, threatened strikes or
      other labor disputes against the Company that would be reasonably likely to
      have
      a Material Adverse Effect. Except as set forth in the SEC Reports, there is
      no
      organizing activity involving employees of the Company pending or, to the
      Company’s or its subsidiaries’ knowledge, threatened by any labor union or group
      of employees. There are no representation proceedings pending or, to the
      Company’s knowledge, threatened with the National Labor Relations Board, and no
      labor organization or group of employees of the Company or its subsidiaries
      has
      made a pending demand for recognition. 

     

    (b) Except
      as
      set forth in the SEC Reports, the Company is not, or during the five years
      preceding the date of this Agreement was not, a party to any labor or collective
      bargaining agreement and there are no labor or collective bargaining agreements
      which pertain to employees of the Company.

     

    (c) Each
      employee benefit plan is in compliance with all applicable law, except for
      such
      noncompliance that would not be reasonably likely to have a Material Adverse
      Effect.

     

    (d) The
      Company does not have any liabilities, contingent or otherwise, including
      without limitation, liabilities for retiree health, retiree life, severance
      or
      retirement benefits, which are not fully reflected, to the extent required
      by
      GAAP, on the Balance Sheet or fully funded. The term “liabilities” used in the
      preceding sentence shall be calculated in accordance with reasonable actuarial
      assumptions.

     

    (e) The
      Company has not (i) terminated any “employee pension benefit plan” as defined in
      Section 3(2) of ERISA (as defined below) under circumstances that present a
      material risk of the Company or any of its subsidiaries incurring any liability
      or obligation that would be reasonably likely to have a Material Adverse Effect,
      or (ii) incurred or expects to incur any outstanding liability under Title
      IV of
      the Employee Retirement Income Security Act of 1974, as amended and all rules
      and regulations promulgated thereunder (“ERISA”).
      

     

    (23) Compliance
      with Law.
      The
      Company is in compliance in all material respects with all applicable laws,
      except for such noncompliance that would not reasonably be likely to have a
      Material Adverse Effect. The Company has not received any notice of, nor does
      the Company have any knowledge of, any violation (or of any investigation,
      inspection, audit or other proceeding by any governmental entity involving
      allegations of any violation) of any applicable law involving or related to
      the
      Company which has not been dismissed or otherwise disposed of that would be
      reasonably likely to have a Material Adverse Effect. The Company has not
      received notice or otherwise has any knowledge that the Company is charged
      with,
      threatened with or under investigation with respect to, any violation of any
      applicable law that would reasonably be likely to have a Material Adverse
      Effect.
      Neither
      the Company nor any of its subsidiaries nor any employee or agent of the Company
      or any subsidiary has made any contribution or other payment to any official
      of,
      or candidate for, any federal, state or foreign office in violation of any
      law.
      The Company and its directors, officers, employees and agents have complied
      in
      all material respects with the Foreign Corrupt Practices Act of 1977, as
      amended, and any related rules and regulations.

     

    (24) Ownership
      of Property.
      Except
      as set forth in the Company’s financial statements included in the SEC Reports,
      the Company and has (i) good and marketable fee simple title to its owned real
      property, if any, free and clear of all liens, except for liens which do not
      individually or in the aggregate have a Material Adverse Effect; (ii) a valid
      leasehold interest in all leased real property, and each of such leases is
      valid
      and enforceable in accordance with its terms (subject to laws of general
      application relating to bankruptcy, insolvency and the relief of debtors and
      rules of law governing specific performance, injunctive relief or other
      equitable remedies, and to limitations of public policy) and is in full force
      and effect, and (iii) good title to, or valid leasehold interests in, all of
      its
      other properties and assets free and clear of all liens, except for liens
      disclosed in the SEC Reports or which otherwise do not individually or in the
      aggregate have a Material Adverse Effect. 

     

    (25) Compliance
      with AMEX Listing Requirements.
      The
      Company is in compliance in all material respects with all currently effective
      AMEX continued listing requirements and corporate governance requirements.
      The
      Company’s Common Stock is registered pursuant to Section 12(b) of the Exchange
      Act and is listed on AMEX, trading in the Common Stock has not been suspended,
      and the Company has taken no action designed to, or likely to have the effect
      of, terminating the registration of the Common Stock under the Exchange Act
      or
      de-listing the Common Stock from AMEX, nor to the Company’s knowledge is AMEX
      currently contemplating terminating such listing. The Company and the Common
      Stock meet the criteria for continued listing and trading on AMEX. 

     


    
      
        
        

      

      
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    (26) No
      Integrated Offering.
      Assuming the accuracy of each Purchaser’s representations and warranties set
      forth in Section B hereof, neither the Company, nor any of its affiliates or
      other person acting on the Company’s behalf has, directly or indirectly, made
      any offers or sales of any security or solicited any offers to buy any security
      under circumstances that would cause the Offering of the Securities to be
      integrated with prior offerings by the Company for purposes of the Securities
      Act, when integration would cause the Offering not to be exempt from the
      requirements of Section 5 of the Securities Act.

     

    (27) General
      Solicitation.
      Neither
      the Company nor, its knowledge, any person acting on behalf of the Company,
      has
      offered or sold any of the Securities by any form of “general solicitation”
      within the meaning of Rule 502 under the Securities Act. To the knowledge of
      the
      Company, no person acting on its behalf has offered the Securities for sale
      other than to the Purchasers and certain other “accredited investors” within the
      meaning of Rule 501 under the Securities Act.

     

    (28) No
      Manipulation of Stock.
      The
      Company has not taken and will not, in violation of applicable law, take, any
      action designed to or that might reasonably be expected to cause or result
      in
      stabilization or manipulation of the price of the Common Stock to facilitate
      the
      sale or resale of the Securities.

     

    (29) No
      Registration.
      Assuming the accuracy of the representations and warranties made by, and
      compliance with the covenants of, the Purchasers in Section B hereof, no
      registration of the Securities under the Securities Act is required in
      connection with the offer and sale of the Securities by the Company to the
      Purchasers as contemplated by this Agreement.

     

    (30) Form
      D.
      The
      Company agrees to file one or more Forms D with respect to the Securities on
      a
      timely basis as required under Regulation D under the Securities Act to claim
      the exemption provided by Rule 506 of Regulation D and to provide a copy thereof
      to the Purchasers and their counsel promptly after such filing.

     

    (31) Certain
      Future Financings and Related Actions.
      The
      Company will not sell, offer to sell, solicit offers to buy or otherwise
      negotiate in respect of any “security” (as defined in the Securities Act) that
      is or could be integrated with the sale of the Securities in a manner that
      would
      require the registration of the Securities under the Securities
      Act.

     

    (32) Use
      of
      Proceeds.
      The
      Company intends that the net proceeds from the Offering will be used to fund
      the
      continued development of its product candidates (including, without
      limitation, expenses relating to conducting clinical trials and milestones
      payments that may be triggered under the license agreements relating to such
      product candidates), for working capital and for other general corporate
      purposes; provided,
      however,
      that
      the Company has broad discretion with regard to the use of such proceeds and
      nothing herein shall restrict the Company’s ability to apply such proceeds in a
      manner different than set forth above.

     

    (33) Disclosure.
      The
      Company understands and confirms that each of the Purchasers will rely on the
      foregoing representations in effecting transactions in securities of the
      Company. All disclosure provided by the Company to the Purchasers regarding
      the
      Company, its business and the transactions contemplated hereby furnished by
      or
      on the behalf of the Company are true and correct in all material respects
      and
      do not contain any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements made therein, in the
      light of the circumstances under which they were made, not misleading. To the
      Company’s knowledge, no material event or circumstance has occurred or
      information exists with respect to the Company or its business, properties,
      operations or financial conditions, which, under applicable law, rule or
      regulation, requires public disclosure or announcement by the Company but which
      has not been so publicly announced or disclosed.

     


    
      
        
        

      

      
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              D.

            	
              Understandings

            


    

     

    Each
      of
      the Purchasers understands, acknowledges and agrees with the Company as
      follows:

     

    (1) The
      execution of this Agreement by the Purchaser or solicitation of the investment
      contemplated hereby shall create no obligation on the part of the Company or
      the
      Placement Agents to accept any subscription or complete the Offering. If the
      Company accepts a subscription for Securities made by a Purchaser, it shall
      countersign this Agreement within one business day of its submission by
      Purchaser.

     

    (2) No
      federal or state agency or authority has made any finding or determination
      as to
      the accuracy or adequacy of the Offering Documents or as to the fairness of
      the
      terms of the Offering nor any recommendation or endorsement of the
      Securities.
      Any
      representation to the contrary is a criminal offense. In making an investment
      decision, Purchasers must rely on their own examination of the Company and
      the
      terms of the Offering, including the merits and risks involved.

     

    (3) The
      Offering is intended to be exempt from registration under the Securities Act
      by
      virtue of Section 4(2) of the Securities Act and the provisions of Rule 506
      of
      Regulation D thereunder, which is in part dependent upon the truth, completeness
      and accuracy of the statements made by the Purchaser herein and in the Purchaser
      Questionnaire.

     

    (4) Notwithstanding
      the registration obligations provided herein, there can be no assurance that
      the
      Purchaser will be able to sell or dispose of the Securities. It is understood
      that in order not to jeopardize the Offering’s exempt status under Section 4(2)
      of the Securities Act and Regulation D, any transferee may, at a minimum, be
      required to fulfill the investor suitability requirements
      thereunder.

     

    (5) The
      Purchaser acknowledges that the Offering is confidential and non-public and
      agrees that all information about the Offering shall be kept in confidence
      by
      the Purchaser until the public announcement of the Offering by the Company.
       The
      Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use
      and disclosure of any such confidential, non-public information contained in
      the
      above-described documents restricts the Purchaser from trading in the Company’s
      securities to the extent such trading is on the basis of material, non-public
      information of which the Purchaser is aware. Except for the terms of the
      transaction documents and the fact that the Company is considering consummating
      the transactions contemplated therein, the Company confirms that neither the
      Company nor, to its knowledge, any other person acting on its behalf, has
      provided any of the Purchasers or their agents or counsel with any information
      that constitutes material, non-public information.

     

    (6) The
      Purchaser agrees that beginning on the date hereof until the Offering is
      publicly announced by the Company (which the Company has agreed to undertake
      in
      accordance with the provisions of Section F.3. hereof), the Purchaser will
      not
      enter into any Short Sales. For purposes of the foregoing sentence, a “Short
      Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale
      and that is executed at a time when such Purchaser has no equivalent offsetting
      long position in the Common Stock, exclusive of the Shares. For purposes of
      determining whether a Purchaser has an equivalent offsetting long position
      in
      the Common Stock, all Common Stock that would be issuable upon exercise in
      full
      of all options then held by such Purchaser (assuming that such options were
      then
      fully exercisable, notwithstanding any provisions to the contrary, and giving
      effect to any exercise price adjustments scheduled to take effect in the future)
      shall be deemed to be held long by such Purchaser.

     

    
      	
              E.

            	
              Registration
                Rights

            


    

     

    (1) Certain
      Definitions.
      For
      purposes of this Section E, the following terms shall have the meanings ascribed
      to them below.

    


    (a) “Prospectus”
      means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the Offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


     

    (b) “Registrable
      Securities”
      shall
      mean any Shares and Warrant Shares issued or issuable pursuant to the Offering
      Documents together with any securities issued or issuable upon any stock split,
      dividend or other distribution, adjustment, recapitalization or similar event
      with respect to the foregoing.

     

    (c) “Registration
      Statement”
      means
      the registration statement required to be filed under this Section E, including
      the Prospectus, amendments and supplements to such registration statement or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement.

     

    (2) Shelf
      Registration.

     

    (a) The
      Company shall use its best efforts to cause to prepare and file with the SEC
      a
“Shelf” Registration Statement covering the resale of all Registrable Securities
      for an offering to be made on a continuous basis pursuant to Rule 415 under
      the
      Securities Act on or prior to the 30th day following the Closing (such date
      of
      actual filing, the “Filing
      Date”).
      The
      Registration Statement shall be on Form S-3 and shall contain (except if
      otherwise directed by the Purchasers) a “Plan of Distribution” substantially in
      the form attached hereto as Exhibit
      E.
      Each
      Purchaser will furnish to the Company, within five days of the Closing, a
      completed questionnaire in the form set forth as Exhibit
      D
      hereto.
      Each Purchaser agrees to promptly update such questionnaire in order to make
      the
      information previously furnished to the Company by such Purchaser not materially
      misleading. The Registration Statement shall register the Registrable Securities
      for resale by the holders thereof.

     

    (b) The
      Company shall use its best efforts to cause the Registration Statement to be
      declared effective by the SEC on or prior to the 90th day following the Closing,
      and shall use its best efforts to keep the Registration Statement continuously
      effective under the Securities Act until the earliest of (i) the second
      anniversary of the Closing or (ii) the date when all Registrable Securities
      covered by such Registration Statement have been sold (the “Effectiveness
      Period”).

     

    (c) The
      Company shall request effectiveness of the Registration Statement (and any
      post-effective amendments thereto) within five (5) business days following
      the
      Company’s receipt of notice from the SEC that the Registration Statement will
      not be reviewed by the SEC or that the SEC has completed its review of such
      Registration Statement and has no further comments. The Company shall request
      effectiveness of the Registration Statement (and any post-effective amendments
      thereto) at 5:00 p.m., Eastern time, on the effective date and deliver the
      Prospectus (or any supplements thereto), which delivery may be made
      electronically, by 8:00 a.m. Eastern time on the business day after such
      effective date.

     

    (d) Upon
      the
      occurrence of any Event (as defined below), as partial relief for the damages
      suffered therefrom by the Purchasers (which remedy shall not be exclusive of
      any
      other remedies which are available at law or in equity; and provided further
      that the Purchasers shall be entitled to pursue an action for specific
      performance of the Company’s obligations under Paragraph (2)(b) above and
      any such actions at law, in equity, for specific performance or
      otherwise shall not require the Purchaser to post a bond), the Company
      shall pay to each Purchaser, as liquidated damages and not as a penalty (it
      being agreed that it would not be feasible to ascertain the extent of such
      damages with precision), such amounts and at such times as shall be determined
      pursuant to this Paragraph (2)(d).  For such purposes, each of the
      following shall constitute an “Event”:

     

    (i) the
      Filing Date does not occur on or prior to the later of the 30th day following
      the Closing Date (such later date is defined herein as the “Filing
      Default Date”),
      in
      which case the Company shall pay to each Purchaser an amount in cash equal
      to:
      (A) one and one-half percent (1.5%) of the aggregate purchase price paid by
      such
      Purchaser, on a pro-rata basis over a 30-day period; and (B) for each successive
      30-day period thereafter or any portion thereof until the Filing Date, one
      and
      one-half percent (1.5%) of the aggregate purchase price paid by such Purchaser,
      on a pro-rata basis over a 30-day period, to be paid at the end of each 30-day
      period; or

     

    (ii) the
      Registration Statement is not declared effective on or prior to the date that
      is
      90 days after the Closing Date (the “Required
      Effectiveness Date”),
      in
      which case the Company shall pay to each Purchaser an amount in cash equal
      to:
      (A) for the first 30 days after such 90th day, one and one-half percent (1.5%)
      of the aggregate purchase price paid by such Purchaser, on a pro-rata basis
      over
      a 30-day period; and (B) for each successive 30-day period thereafter until
      the
      Registration Statement is deemed effective, one and one-half percent (1.5%)
      of
      the aggregate purchase price paid by such Purchaser, on a pro rata basis over
      a
      30-day period, at the end of each 30-day period. 


    
      
        
        

      

      
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    The
      payment obligations of the Company under this Section E(2)(d) shall be
      cumulative.

     

    (3) Registration
      Procedures.
      In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

     

    (a) Use
      its
      best efforts to (i) prepare and file with the SEC such amendments, including
      post-effective amendments, to the Registration Statement as may be necessary
      to
      keep the Registration Statement continuously effective as to the Registrable
      Securities for the Effectiveness Period; (ii) cause the related Prospectus
      to be
      amended or supplemented by any required Prospectus supplement, and as so
      supplemented or amended to be filed pursuant to Rule 424; and (iii) respond
      as
      promptly as reasonably possible, and in any event within ten (10) trading days,
      to any comments received from the SEC with respect to the Registration Statement
      or any amendment thereto and as promptly as reasonably possible provide the
      Placement Agents true
      and
      complete copies of all correspondence from and to the SEC relating to the
      Registration Statement.

     

    (b) Notify
      the Placement Agents and the Purchasers as promptly as reasonably possible,
      and
      (if requested by the Placement Agents) confirm such notice in writing no later
      than one (1) trading day thereafter, of any of the following events: (i) the
      SEC
      notifies the Company whether there will be a “review” of the Registration
      Statement; (ii) the SEC comments in writing on the Registration Statement (in
      which case the Company shall deliver to the Placement Agents a copy of such
      comments and of all written responses thereto); (iii) the SEC or any other
      Federal or state governmental authority in writing requests any amendment or
      supplement to the Registration Statement or Prospectus or requests additional
      information related thereto; (iv) if the SEC issues any stop order suspending
      the effectiveness of the Registration Statement or initiates any action, claim,
      suit, investigation or proceeding (a “Proceeding”)
      for
      that purpose; (v) the Company receives notice in writing of any suspension
      of
      the qualification or exemption from qualification of any Registrable Securities
      for sale in any jurisdiction, or the initiation or threat of any Proceeding
      for
      such purpose; or (vi) the financial statements included in the Registration
      Statement become ineligible for inclusion therein or any statement made in
      the
      Registration Statement or Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference is untrue in any material respect or any
      revision to the Registration Statement, Prospectus or other document is required
      so that it will not contain any untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading. Notwithstanding the foregoing, the Company shall not include
      any
      material non-public information in any notice provided to any Purchaser under
      this Section E(3)(b).

     

    (c) Use
      its
      best efforts to avoid the issuance of or, if issued, obtain the withdrawal
      of
      (i) any order suspending the effectiveness of the Registration Statement or
      (ii)
      any suspension of the qualification (or exemption from qualification) of any
      of
      the Registrable Securities for sale in any jurisdiction, at the earliest
      practicable moment.

     

    (d) Deliver
      to each Purchaser, which delivery may be made electronically, by 8:00 a.m.
      Eastern time on the business day after the date first available, without charge,
      such reasonable number of copies of the Prospectus or Prospectuses (including
      each form of prospectus) and each amendment or supplement thereto as such
      Purchasers may reasonably request. The Company hereby consents to the use of
      such Prospectus and each amendment or supplement thereto by each of the selling
      Purchasers in connection with the offering and sale of the Registrable
      Securities covered by such Prospectus and any amendment or supplement
      thereto.

     

    (e) (i)
      In
      the time and manner required by AMEX, prepare and file with AMEX an additional
      shares listing application covering all of the Registrable Securities and a
      notification form regarding the change in the number of the Company’s
      outstanding Shares; (ii) use its best efforts, regardless of listing or similar
      costs, to take all steps necessary to cause such Registrable Securities to
      be
      approved for listing on AMEX as soon as possible thereafter; (iii) provide
      to
      the Purchasers notice of such listing; and (iv) use its best efforts, regardless
      of listing or similar costs, to maintain the listing of such Registrable
      Securities on AMEX.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


     

    (f) To
      the
      extent required by law, prior to any public offering of Registrable Securities,
      use its best efforts to register or qualify or cooperate with the selling
      Purchasers in connection with the registration or qualification (or exemption
      from such registration or qualification) of such Registrable Securities for
      offer and sale under the securities or “blue sky” laws of such jurisdictions
      within the United States as any Purchaser requests in writing, to keep each
      such
      registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things necessary or
      advisable to enable the disposition in such jurisdictions of the Registrable
      Securities covered by a Registration Statement; provided,
      however,
      that
      the Company shall not be required for any such purpose to (i) qualify generally
      to do business as a foreign corporation in any jurisdiction wherein it would
      not
      be otherwise required to qualify but for the requirements of this Paragraph
      (3)(f), or (ii) subject itself to taxation.

     

    (g) Upon
      the
      occurrence of any event described in Paragraph (3)(b)(vi) above, as promptly
      as
      reasonably possible, prepare a supplement or amendment, including a
      post-effective amendment, to the Registration Statement or a supplement to
      the
      related Prospectus or any document incorporated or deemed to be incorporated
      therein by reference, and file any other required document so that, as
      thereafter delivered, neither the Registration Statement nor such Prospectus
      will contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading;
provided,
      however,
      that
      the Company may suspend sales pursuant to the Registration Statement for a
      period of up to thirty (30) days (unless the holders of at least 80 percent
      of
      the then-eligible Registrable Securities consisting of outstanding shares of
      Common Stock consent in writing to a longer delay of up to an additional thirty
      (30) days) no more than once in any twelve-month period if the Company furnishes
      to the holders of the Registrable Securities a certificate signed by the
      Company’s Chief Executive Officer stating that in the good faith judgment of the
      Company’s Board of Directors, (i) the offering could reasonably be expected to
      interfere in any material respect with any acquisition, corporate reorganization
      or other material transaction under consideration by the Company or (ii) there
      is some other material development relating to the operations or condition
      (financial or other) of the Company that has not been disclosed to the general
      public and as to which it is in the Company’s best interests not to disclose
      such development; provided further, however, that the Company may not so suspend
      sales more than once in any calendar year without the written consent of the
      holders of at least a majority of the then-eligible Registrable Securities
      consisting of outstanding shares of Common Stock. Each violation of the
      Company’s obligation not to suspend sales pursuant to the Registration Statement
      longer than permitted pursuant to the proviso
      of this
      Paragraph 3(g) shall be deemed an “Event” and for each such default, Purchaser
      shall be entitled to the payment provisions set forth in Paragraph
      2(d)(i).

     

    (h) Comply
      with all applicable rules and regulations of the SEC and AMEX in all material
      respects.

     

    (4) Registration
      Expenses.
      The
      Company shall pay (or reimburse the Purchasers for) all fees and expenses
      incident to the performance of or compliance with this Agreement by the Company,
      including without limitation (a) all registration and filing fees and expenses,
      including without limitation those related to filings with the SEC, Nasdaq
      and
      in connection with applicable state securities or “Blue Sky” laws, (b) printing
      expenses (including, without limitation, expenses of printing certificates
      for
      Registrable Securities and of printing copies of Prospectuses reasonably
      requested by the Purchasers), (c) messenger, telephone and delivery expenses,
      (d) fees and disbursements of counsel for the Company and fees and
      disbursements, up to an aggregate of $15,000, of a single counsel for all the
      Purchasers, and (e) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement. Notwithstanding the foregoing, each Purchaser shall pay any
      and
      all costs, fees, discounts or commissions attributable to the sale of its
      respective Registrable Securities.

     

    (5) Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Purchaser, its officers and directors, partners, members,
      agents, brokers and employees of each of them, each Person who controls any
      such
      Purchaser (within the meaning of Section 15 of the Securities Act or Section
      20
      of the Exchange Act) and the officers, directors, partners, members, agents
      and
      employees of each such controlling Person, and each underwriter of Registrable
      Securities, to the fullest extent permitted by applicable law, from and against
      any and all losses, claims, damages, liabilities, settlement costs and expenses,
      including without limitation costs of preparation and reasonable attorneys’ fees
      (collectively, “Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in the Registration Statement, any Prospectus
      or
      form of prospectus or in any amendment or supplement thereto, or arising out
      of
      or relating to any omission or alleged omission of a material fact required
      to
      be stated therein or necessary to make the statements therein (in the case
      of
      any Prospectus or form of prospectus or supplement thereto, in light of the
      circumstances under which they were made) not misleading, except to the extent,
      but only to the extent, that (i) such untrue statements or omissions related
      to
      such Purchaser or such Purchaser’s proposed method of distribution of
      Registrable Securities and was reviewed and expressly approved in writing by
      such Purchaser expressly for use in the Registration Statement, such Prospectus
      or such form of Prospectus or in any amendment or supplement thereto (which
      shall, however, be deemed to include disclosure substantially in accordance
      with
      the “Plan of Distribution” attached hereto), or (ii) in the case of an
      occurrence of an event of the type specified in Paragraph (3)(b) above, the
      use
      by such Purchaser of an outdated or defective Prospectus after the Company
      has
      duly notified such Purchaser in writing that the Prospectus is outdated or
      defective and prior to the receipt by such Purchaser of the Advice contemplated
      in Paragraph (6) below. The Company shall notify the Purchasers promptly of
      the
      institution, threat or assertion of any Proceeding of which the Company is
      aware
      in connection with the transactions contemplated by this Agreement.

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


     

    (b) Indemnification
      by Purchasers.
      Each
      Purchaser shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, and each Person who
      controls the Company (within the meaning of Section 15 of the Securities Act
      and
      Section 20 of the Exchange Act), and the directors, officers, agents or
      employees of such controlling Persons, to the fullest extent permitted by
      applicable law, from and against all Losses (as determined by a court of
      competent jurisdiction in a final judgment not subject to appeal or review)
      arising out of or based upon any untrue statement or alleged untrue statement
      of
      a material fact contained in any Registration Statement, any Prospectus, or
      any
      form of prospectus or in any amendment or supplement thereto, or arising out
      of
      or based upon any omission of a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading to the extent, but
      only
      to the extent, that such untrue statement or omission is contained in any
      information furnished in writing by such Purchaser to the Company specifically
      for inclusion in such Registration Statement or Prospectus or to the extent
      that
      (i) such untrue statements or omissions related to such Purchaser or such
      Purchaser’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Purchaser expressly for
      use
      in the Registration Statement, such Prospectus or such form of Prospectus or
      in
      any amendment or supplement thereto (which shall, however, be deemed to include
      disclosure substantially in accordance with the “Plan of Distribution” attached
      hereto), or (ii) in the case of an occurrence of an event of the type specified
      in Paragraph (3)(b) above, the use by such Purchaser of an outdated or defective
      Prospectus after the Company has notified such Purchaser in writing that the
      Prospectus is outdated or defective and prior to the receipt by such Purchaser
      of the Advice contemplated in Paragraph (6) below. In no event shall the
      liability of any selling Purchaser hereunder be greater in amount than the
      dollar amount of the net proceeds received by such Purchaser upon the sale
      of
      the Registrable Securities giving rise to such indemnification
      obligation.

     

    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      and
      the payment of all fees and expenses incurred in connection with defense
      thereof, provided, that the failure of any Indemnified Party to give such notice
      shall not relieve the Indemnifying Party of its obligations or liabilities
      pursuant to this Agreement, except (and only) to the extent that such failure
      shall have prejudiced the Indemnifying Party. An Indemnified Party shall have
      the right to employ separate counsel in any such Proceeding and to participate
      in the defense thereof, but the fees and expenses of such counsel shall be
      at
      the expense of such Indemnified Party or Parties unless: (i) the Indemnifying
      Party has agreed in writing to pay such fees and expenses; or (ii) the
      Indemnifying Party shall have failed promptly to assume the defense of such
      Proceeding and to employ counsel reasonably satisfactory to such Indemnified
      Party in any such Proceeding; or (iii) the named parties to any such Proceeding
      (including any impleaded parties) include both such Indemnified Party and the
      Indemnifying Party, and such Indemnified Party shall have been advised by
      counsel that a conflict of interest is likely to exist if the same counsel
      were
      to represent such Indemnified Party and the Indemnifying Party (in which case,
      if such Indemnified Party notifies the Indemnifying Party in writing that it
      elects to employ one separate counsel in each applicable jurisdiction at the
      expense of the Indemnifying Party, the Indemnifying Party shall not have the
      right to assume the defense thereof and such counsel shall be at the expense
      of
      the Indemnifying Party); provided,
      however, that in the event that the Indemnifying Party shall be required to
      pay
      the fees and expenses of separate counsel, the Indemnifying Party shall only
      be
      required to pay the fees and expenses of one separate counsel for such
      Indemnified Party or Parties. The Indemnifying Party shall not be liable for
      any
      settlement of any such Proceeding affected without its written consent, which
      consent shall not be unreasonably withheld. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, effect any settlement of
      any
      pending Proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such Proceeding. All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party, as incurred, within ten trading days of written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided, that the Indemnifying Party may require such Indemnified
      Party to undertake to reimburse all such fees and expenses to the extent it
      is
      finally judicially determined that such Indemnified Party is not entitled to
      indemnification hereunder).

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


     

    (d) Contribution.
      If a
      claim for indemnification under Paragraph (5)(a) or (b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or related to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in Paragraph (5)(c), any reasonable attorneys’ or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the extent
      such party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Paragraph 5(d) was available to such party
      in accordance with its terms.

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Paragraph (5)(d) were determined by pro rata allocation or
      by
      any other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provision of this Paragraph (5)(d), no Purchaser shall
      be
      required to contribute, in the aggregate, any amount in excess of the amount
      by
      which the proceeds actually received by such Purchaser from the sale of the
      Registrable Securities subject to the Proceeding exceeds the amount of any
      damages that such Purchaser has otherwise been required to pay by reason of
      such
      untrue or alleged untrue statement or omission or alleged omission. No Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation.

    


    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

    


    (6) Dispositions.
      Each
      Purchaser agrees that it will comply with the prospectus delivery requirements
      of the Securities Act as applicable to it in connection with sales of
      Registrable Securities pursuant to the Registration Statement. Each Purchaser
      further agrees that, upon receipt of a notice from the Company of the occurrence
      of any event of the kind described in Paragraphs (3)(b), such Purchaser will
      discontinue disposition of such Registrable Securities under the Registration
      Statement until such Purchaser’s receipt of the copies of the supplemented
      Prospectus and/or amended Registration Statement contemplated by Paragraph
      (3)(g), or until it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph.

     


    
      
        
        

      

      
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    (7) No
      Piggy-Back on Registrations.
      Neither
      the Company nor any of its security holders (other than the Purchasers and
      the
      Placement Agents, with respect to the shares of Common Stock issuable upon
      the
      exercise of the Placement Agent Warrant, in such capacities pursuant hereto)
      may
      include securities of the Company in the Registration Statement other than
      the
      Registrable Securities, and the Company shall not after the date hereof enter
      into any agreement providing any such right with respect to the Registration
      Statement to any of its security holders.

     

    (8) Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period, other than any suspension period
      referred to in Paragraph (3)(g), there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a registration statement relating
      to
      an offering for its own account or the account of others under the Securities
      Act of any of its equity securities, other than on Form S-4 or Form S-8 (each
      as
      promulgated under the Securities Act) or their then equivalents relating to
      equity securities to be issued solely in connection with any acquisition of
      any
      entity or business or equity securities issuable in connection with stock option
      or other employee benefit plans, then the Company shall send to each Purchaser
      written notice of such determination and if, within fifteen (15) days after
      receipt of such notice, any such Purchaser shall so request in writing, the
      Company shall include in such registration statement all or any part of such
      Registrable Securities not already covered by an effective Registration
      Statement such Purchaser requests to be registered.

     

    (9) Rule
      144.
      For a
      period of two years following the date hereof, the Company agrees with each
      holder of Registrable Securities to:

     

    (a) use
      its
      best efforts to
      comply
      with the requirements of Rule 144(c) under the Securities Act with respect
      to
      current public information about the Company;

     

    (b) use
      its
      best efforts to file with the SEC in a timely manner all reports and other
      documents required of the Company under the Securities Act and the Exchange
      Act
      (at any time it is subject to such reporting requirements); and

     

    (c) furnish
      to any holder of Registrable Securities upon request (i) a written statement
      by
      the Company as to its compliance with the requirements of said Rule 144(c)
      and
      the reporting requirements of the Securities Act and the Exchange Act (at any
      time it is subject to such reporting requirements), (ii) a copy of the most
      recent annual or quarterly report of the Company, and (iii) such other reports
      and documents of the Company as such holder may reasonably request to avail
      itself of any similar rule or regulation of the SEC allowing it to sell any
      such
      securities without registration.

     

    
      	
              F.

            	
              Covenants
                of the Company

            


    

     

    (1) The
      Company hereby agrees that, for a period of ninety (90) days after effectiveness
      of the Registration Statement, it shall not issue or sell any Common Stock
      of
      the Company, any warrants or other rights to acquire Common Stock or any other
      securities that are convertible into Common Stock, with the exception of
      issuances or sales related to a strategic transaction, pursuant to the exercise
      of an option, warrant or other right to acquire Common Stock outstanding as
      of
      the date of this Agreement, or to an employee, director, consultant, supplier,
      lender or lessor, or any option grant or issuance.

     

    (2) Until
      the
      later of (i) one hundred eighty (180) days following the Closing or
      (ii)
      forty-five (45) days following effectiveness of the Registration Statement,
      the
      Company shall not cause any registration statement to become effective, other
      than the Registration Statement contemplated hereby, any registration statement
      related to securities issued or to be issued pursuant to any option or other
      plan for the benefit of the Company’s employees, officers, directors or
      consultants, or any registration statement filed on Form S-4 relating to
      securities issued in connection with a merger or other acquisition; provided,
      however,
      that
      nothing herein shall prohibit the Company from maintaining the effectiveness
      of
      any currently outstanding registration statement filed by the Company under
      the
      Securities Act, including, without limitation, the filing of post-effective
      amendments to such registration statements.

     


    
      
        
        

      

      
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    (3) Not
      later
      than 8:30 a.m. Eastern time on the business day following the date this
      Agreement is entered into, the Company shall make a public announcement of
      the
      execution of this Agreement by filing with the SEC a Current Report on Form
      8-K
      and issuing a press release.

     

    (4) 
      Not
      later than 8:30 a.m. Eastern time on the business day following the Closing,
      the
      Company shall make a public announcement of the Closing of the Offering by
      filing with the SEC a Current Report on Form 8-K and issuing a press
      release.

     

    


    
      	
              G.

            	
              Miscellaneous

            


    

     

    (1) All
      pronouns and any variations thereof used herein shall be deemed to refer to
      the
      masculine, feminine, singular or plural, as identity of the person or persons
      may require. 

     

    (2) Any
      notice or other document required or permitted to be given or delivered to
      the
      Purchasers shall be in writing and sent (a) by fax if the sender on the same
      day
      sends a confirming copy of such notice by an internationally recognized
      overnight delivery service (charges prepaid) or (b) by an internationally
      recognized overnight delivery service (with charges prepaid):

     

    (i) if
      to the
      Company, at 

     

    Hana
      Biosciences, Inc.

    400
      Oyster Point Boulevard, Suite 215

    South
      San
      Francisco, CA 94080

    Fax
      No.:
      650-588-2787

    Attention:
      Russell L. Skibsted, Vice President, Chief Financial Officer

    


    or
      such
      other address as it shall have specified to the Purchaser in writing, with
      a
      copy (which shall not constitute notice) to: 

    


    Maslon
      Edelman Borman & Brand, LLP

    3300
      Wells Fargo Center

    90
      South
      Seventh Street

    Minneapolis,
      MN 55402-4140

    Fax
      No.:
612-642-8343

    Attention:
      Christopher J. Melsha, Esq.

    


    (ii) if
      to the
      Purchaser, at its address set forth on the signature page to this Agreement,
      or
      such other address as it shall have specified to the Company in
      writing.

     

    (3) Failure
      of the Company to exercise any right or remedy under this Agreement or any
      other
      agreement between the Company and the Purchaser, or otherwise, or delay by
      the
      Company in exercising such right or remedy, will not operate as a waiver
      thereof. No waiver by the Company will be effective unless and until it is
      in
      writing and signed by the Company.

     

    (4) This
      Agreement shall be enforced, governed and construed in all respects in
      accordance with the laws of the State of New York, as such laws are applied
      by
      the New York courts to agreements entered into and to be performed in New York
      by and between residents of New York, and shall be binding upon the Purchaser,
      the Purchaser’s heirs, estate, legal representatives, successors and assigns and
      shall inure to the benefit of the Company, its successors and
      assigns.
      The
      Company and each Purchaser hereby agree to submit to the jurisdiction of the
      courts of the State of New York with respect to any proceeding arising out
      of or
      relating to this Agreement. 

     

    (5) If
      any
      provision of this Agreement is held to be invalid or unenforceable under any
      applicable statute or rule of law, then such provision shall be deemed modified
      to conform with such statute or rule of law. Any provision hereof that may
      prove
      invalid or unenforceable under any law shall not affect the validity or
      enforceability of any other provisions hereof.

     


    
      
        
        

      

      
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    (6) The
      parties understand and agree that, unless provided otherwise herein, money
      damages would not be a sufficient remedy for any breach of the Agreement by
      the
      Company or the Purchaser and that the party against which such breach is
      committed shall be entitled to equitable relief, including injunction and
      specific performance, as a remedy for any such breach. Such remedies shall
      not,
      unless provided otherwise herein, be deemed to be the exclusive remedies for
      a
      breach by either party of the Agreement but shall be in addition to all other
      remedies available at law or equity to the party against which such breach
      is
      committed.

     

    (7) The
      obligations of each Purchaser under this Agreement are several and not joint
      with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder, except as may result from the actions of any such Purchaser
      other than through the execution hereof. Nothing contained herein solely by
      virtue of being contained herein shall be deemed to constitute the Purchasers
      as
      a partnership, an association, a joint venture or any similar entity, or create
      a presumption that the Purchasers are in any way acting in concert or as a
      group
      with respect to such obligations or the transactions contemplated
      hereby.

     

    (8) This
      Agreement, together with the agreements and documents executed and delivered
      in
      connection with this Agreement, constitutes the entire agreement between the
      parties hereto with respect to the subject matter hereof.

     

    
      	
              H.

            	
              Signature

            


    

     

    The
      signature page of this Agreement is contained as part of the applicable
      subscription package, entitled “Signature Page”.

    


    


     

    *
      * * * *
      * *

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    


    SIGNATURE
      PAGE

     

    The
      Purchaser hereby subscribes for such number of Shares as shall equal the
      Subscription Amount as set forth below, divided by the Offering Price, and
      shall
      also receive a Warrant to purchase such number of shares of Common Stock
      calculated as set forth in this Agreement, and agrees to be bound by the terms
      and conditions of this Agreement.

     

    PURCHASER

     

    
      	1.	
              Dated:
                  ,
                2005

            


    

     

    
      	2.	
              Total
                Subscription Amount: $__________

            


    

     
        

    
      	
               

            	 	
               

            
	
              Signature
                of Subscriber

            	 	
              Signature
                of Joint Purchaser

            
	
              (and
                title, if applicable)

            	 	
              (if
                any)

            
	
               

            	 	
               

            
	
              Taxpayer
                Identification or Social

            	 	
              Taxpayer
                Identification or Social

            
	
              Security
                Number

            	 	
              Security
                Number of Joint Purchaser (if any)

            
	
               

            	 	 
	
              Name
                (please print as name will appear

            	 	 
	
              on
                stock certificate)

            	 	 
	
               

            	 	 
	
              Number
                and Street

            	 	 
	
               
                

            	 	 
	
              City,
                State

            	
              Zip
                Code

            	 	
               

            
	 	 	 	 


       

      
        	
                ACCEPTED
                  BY:

              	 
	
                HANA
                  BIOSCIENCES, INC.

              	 
	 	 	 
	
                By:

              	 	
              
	 	
                Name:

              	
                 

              
	 	
                Title:

              	
                 

              


      

    

     

     

    Dated:
      October 19, 2005

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    Exhibit
      A

     

    Legal
      Matters

     

    Maslon
      Edelman Borman & Brand, LLP
      shall
      deliver an opinion covering the following matters. The opinion shall be subject
      to and include customary assumptions, limitations and
      qualifications.

    1. The
      Company is a corporation, validly existing and in good standing under the laws
      of the State of Delaware and has all requisite corporate power and authority
      under the laws of the State of Delaware to conduct its business as it is
      described in the Company’s Form 10-QSB for the quarter ended June 30, 2005 and
      Form 10-KSB for the fiscal year ended December 31, 2004, and
      to
      enter into and perform its obligations under the Agreement. 

    


    2. The
      authorized capital stock of the Company consists of 100,000,000 shares of common
      stock,
      par value $0.001 per share (the “Common
      Stock”),
      and
      10,000,000 shares of preferred stock, $0.001 par value per share (the
“Preferred
      Stock”).
       

    


    3. The
      Shares have been duly authorized or reserved for issuance by all necessary
      corporate action on the part of the Company; and the Shares, when issued and
      delivered against payment therefor in accordance with the provisions of the
      Agreement, will be validly issued, fully paid and non-assessable. The
      Warrants have been duly authorized by
      all
      necessary corporate action on the part of the Company,
      and the
      Warrant Shares have been duly reserved
      for issuance and,
      when
      issued and delivered against payment therefor upon the due exercise of the
      Warrants in accordance with the provisions thereof, will be validly issued,
      fully paid and non-assessable shares of Common Stock. 

    


    4. The
      execution and delivery by the Company of the Agreement, and the consummation
      by
      the Company of the transactions contemplated thereby, have been duly authorized
      by all necessary corporate and stockholder action on the part of the Company.
      The Agreement constitutes the valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms, except as rights
      to indemnification and contribution thereunder may be limited by applicable
      law
      and except as the enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting
      creditors’ rights generally or by general equitable principles.

    


    5. The
      execution and delivery by the Company of the Agreement, and the consummation
      by
      the Company of the transactions contemplated thereby, do not (a) violate the
      provisions of any federal law of the United States of America or the General
      Corporation Law of the State of Delaware applicable to the Company; (b) violate
      the provisions of the Company’s Certificate of Incorporation or By-laws; or (c)
      violate any existing obligation of the Company under any judgment, decree,
      order
      or award of any court, governmental body or arbitrator specifically naming
      the
      Company and of which we are aware, without any inquiry; or (d) with or without
      notice and/or the passage of time, conflict with or result in the material
      breach or termination of any material term or provision of, or constitute a
      material default under, or cause any acceleration of any material obligation
      under, or cause the creation of any material lien, charge or encumbrance upon
      the material properties or assets of the Company pursuant to any contract or
      instrument in the form included as an exhibit to the Company’s 2004 10-KSB and
      subsequent SEC Reports. 

    


    6. Assuming
      (a) the accuracy of the representations made by each Purchaser in the Agreement;
      (b) that neither the Company, the Placement Agents nor any person acting on
      behalf of either the Company or the Placement Agents has offered or sold the
      Securities by any form of general solicitation or general advertising within
      the
      meaning of Rule 502(c) of Regulation D promulgated (the “Regulation
      D”)
      under
      the Securities Act; (c) that no offerings or sales of securities of the Company
      after the date hereof in a transaction can be “integrated” with any sales of the
      Securities; and (d) that each person or entity that purchased securities of
      the
      Company directly from the Company or its agents and without registration between
      the date six months prior to the Closing of the Offering and the date of the
      Agreement was, as of the date of such purchase, an “accredited investor” as
      defined in Rule 501 of Regulation D, the sale of the Securities to the
      Purchasers at the Closing under the circumstances contemplated by this Agreement
      are exempt from the registration and prospectus delivery requirements of Section
      5 of the Securities Act. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    7. To
      our
      knowledge, without any inquiry (including, without limitation, without any
      docket search or other inquiry), there is no action, proceeding or litigation
      pending or threatened against the Company before any court, governmental or
      administrative agency or body required to be described in the Company’s Form
      10-QSB for each of the quarters ended June 30, 2005 and March 31, 2005, and
      the
      Company’s Form 10-KSB for the fiscal year ended December 31, 2004, which is not
      otherwise disclosed therein.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    Exhibit
      B

     

    Form
      of Warrant


     

    [Omitted
      from this Exhibit 10.14 and filed separately as Exhibit 4.6]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      C

     

    Hana
      Biosciences, Inc.

    Confidential
      Purchaser Questionnaire

    


    


    Before
      any sale of Shares or Warrants by Hana Biosciences, Inc. can be made to you,
      this Questionnaire must be completed and returned to Oppenheimer & Co. Inc.
      Attn: Investment Banking Department, 125 Broad St., New York, NY
      10004

     

    
      	 	
              1.

            	
              IF
                YOU ARE AN INDIVIDUAL PLEASE FILL IN THE IDENTIFICATION QUESTIONS
                IN (A)
                IF YOU ARE AN ENTITY PLEASE FILL IN THE IDENTIFICATION QUESTIONS
                IN
                (B)

            


    

     

    A.
      INDIVIDUAL IDENTIFICATION QUESTIONS

     

    
      	
              Name

            	 
	
              (Exact
                name as it should appear on stock certificate)

            
	
              Residence
                Address

            	 
	
              Home
                Telephone Number

            	 
	
              Fax
                Number

            	 
	
              Date of Birth

            	 
	
              Social Security Number

            	 


    

    


    B.
      IDENTIFICATION QUESTIONS FOR ENTITIES

    
      	
              Name

            	 
	
              (Exact
                name as it will appear on stock certificate)

            
	
              Address
                of Principal

            	 
	
              Place
                of Business

            	 
	
              State
                (or Country) of Formation

            	 
	
              or
                Incorporation

            	 
	
              Contact
                Person

            	 
	
              Telephone
                Number (  
                )

            	 
	
              Type
                of Entity

            	 
	
              (corporation,
                partnership, 

            	 
	
              trust,
                etc.)

            	 
	
              Was
                entity formed for the purpose of this investment?

            	 
	
              Yes  __
                No
                __

            	 


    

    


    2.     DESCRIPTION
      OF INVESTOR

    


    The
      following information is required to ascertain whether you would be deemed
      an
“accredited investor” as defined in Rule 501 of Regulation D under the
      Securities Act. Please check whether you are any of the following:

    


    
      	 	  o	
              a
                corporation or partnership with total assets in excess of $5,000,000,
                not
                organized for the purpose of this particular
                investment

            


    

    
      	 	  o	
              private
                business development company as defined in Sec-tion 202(a)(22) of
                the
                Investment Advisers Act of 1940, a U.S. venture capital fund which
                invests
                primarily through private placements in non-publicly traded secu-rities
                and makes available (either directly or through co-investors) to
                the
                portfolio companies significant guidance concerning management, operations
                or business objectives

            


    

    
      	 	  o	
              a
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958

            


    


    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    


    


    
      	 	  o	
              an
                investment company registered under the Investment Company Act of
                1940 or
                a business development company as defined in Section 2(a)(48) of
                that
                Act

            


    

    
      	 	  o	
              a
                trust not organized to make this particular investment, with total
                assets
                in excess of $5,000,000 whose purchase is directed by a sophisticated
                person as des-cribed in Rule 506(b)(2)(ii) of the Securities
                Act of
                1933 and who completed item 4 below of this
                questionnaire

            


    

    
      	 	  o	
              a
                bank as defined in Section 3(a)(2) or a savings and loan association
                or other institution defined in Sec-tion 3(a)(5)(A) of the
                Securities
                Act of 1933 acting in either an individual or fiduciary
                capacity

            


    

    
      	 	  o	
              an
                insurance company as defined in Section 2(13) of the Securities
                Act
                of 1933

            


    

    
      	 	  o	
              an
                employee benefit plan within the meaning of Title I of the
                Employee
                Retirement Income Security Act of 1974 (i) whose investment
                decision
                is made by a fiduciary which is either a bank, savings and loan
                association, insurance company, or registered investment advisor,
                or
                (ii) whose total assets exceed $5,000,000, or (iii) if
                a
                self-directed plan, whose investment decisions are made solely by
                a person
                who is an accredited investor and who completed Part I of
                this
                questionnaire;

            


    

    
      	 	  o	
              a
                charitable, religious, educational or other organiza-tion described
                in
                Section 501(c)(3) of the Internal Revenue Code, not formed
                for the
                purpose of this invest-ment, with total assets in excess of
                $5,000,000

            


    

    
      	 	  o	
              an
                entity not located in the U.S. none of whose equity owners are U.S.
                citizens or U.S. residents

            


    

    
      	 	  o	
              a
                broker or dealer registered under Section 15 of the Securities
                Exchange Act of 1934

            


    

    
      	 	  o	
              a
                plan having assets exceeding $5,000,000 established and maintained
                by a
                government agency for its employees

            


    

    
      	 	  o	
              an
                individual who had individual income from all sources during each
                of the
                last two years in excess of $200,000 or
                the joint income of you and your spouse (if married) from all sources
                during each of such years in excess of $300,000 and who reasonably
                excepts
                that either
                your own income from all sources during the current year will exceed
                $200,000 or
                the joint income of you and your spouse (if married) from all sources
                during the current year will exceed
                $300,000

            


    

    
      	 	  o	
              an
                individual whose net worth as of the date you purchase the securi-ties
                offered, together with the net worth of your spouse, be in excess
                of
                $1,000,000

            


    

    
      	 	  o	
              an
                entity in which all of the equity owners are accredited
                investors

            


    

    


    3.     BUSINESS,
      INVESTMENT AND EDUCATIONAL EXPERIENCE 

    


    Occupation______________________________________________

    Number of Years__________________________________________

    Present Employer_________________________________________

    Position/Title____________________________________________

    Educational
      Background___________________________________


    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    


    Frequency
      of prior investment (check one in each column):

    


    
      	 	
              Stocks
                & Bonds

            	
              Venture
                Capital Investments

            
	
              Frequently

            	 	 
	
              Occasionally

            	 	 
	
              Never

            	 	 


    

    


    4.     SIGNATURE

    


    The
      above
      information is true and correct. The undersigned recognizes that the Company
      and
      its counsel are relying on the truth and accuracy of such information in
      reliance on the exemption contained in Subsec-tion 4(2) of the Securities
      Act of 1933, as amended, and Regula-tion D prom-ulgated thereunder.
      The
      undersigned agrees to notify the Company promptly of any changes in the
      fore-going information which may occur prior to the investment.

    


    Executed  at ___________________, on  
      , 2005

    


    


    


    (Signature)

    



    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    



    Exhibit
      D

    


    Selling
      Stockholder Questionnaire

    


    
      	
              To:

            	
              Hana
                Biosciences, Inc.

            


    

    c/o
      Christopher J. Melsha, Esq.

    Maslon
      Edelman Borman & Brand, LLP

    3300
      Wells Fargo Center

    
      	 	
              90
                South Seventh Street

            


    

     

    Minneapolis,
      Minnesota 55402-4140

     

    Reference
      is made to the Securities Purchase Agreement (the “Agreement”), made between
      Hana Biosciences, Inc., a Delaware corporation (the “Company”), and the
      Purchasers noted therein. 

     

    Pursuant
      to Section B(12) of the Agreement, the undersigned hereby furnishes to the
      Company the following information for use by the Company in connection with
      the
      preparation of the Registration Statement contemplated by Section E of the
      Agreement.

     

    (1)     Name
      and Contact Information:

     

    
      	
              Full
                legal name of record holder:

            	 
	 	 
	
              Address
                of record holder:

            	 
	 	 
	
              Social
                Security Number or Taxpayer identification number of record
                holder:

            	 
	 	 
	
              Identity
                of beneficial owner (if different
                than record holder):

            	 
	 	 
	
              Name
                of contact person:

            	 
	 	 
	
              Telephone
                number of contact person:

            	 
	 	 
	
              Fax
                number of contact person:

            	 
	 	 
	
              E-mail
                address of contact person:

            	 


    

     

    

      
        	
                (2)

              	
                Beneficial
                  Ownership of Registrable Securities:

              
	
                (a)

              	
                Number
                  of Registrable Securities owned by Selling Stockholder:

              
	 	 
	 	 
	 	 
	
                (b)

              	
                Number
                  of Registrable Securities requested to be registered:

              
	 	 
	 	 
	 	 


         

         

        
          
             

          

          
            -
              4
              -

            
              

            

          

          
             

          

        

         

        
          	
                  (3)

                	
                  Beneficial
                    Ownership of Other Securities of the Company Owned by the Selling
                    Stockholder:

                
	 	 
	 	
                  Except
                    as set forth below in this Item (3), the undersigned is not the
                    beneficial
                    or registered owner of any securities of the Company other than
                    the
                    Registrable Securities listed above in Item (2)(a).

                
	 	 
	 	
                  Type
                    and amount of other securities beneficially owned by the Selling
                    Stockholder:

                
	 	 
	 	 
	 	 
	
                  (4)

                	
                  Relationships
                    with the Company:

                
	 	
                  Except
                    as set forth below, neither the undersigned nor any of its affiliates,
                    officers, directors or principal equity holders (5% or more)
                    has held any
                    position or office or has had any other material relationship
                    with the
                    Company (or its predecessors or affiliates) during the past three
                    years.

                
	 	 
	 	
                  State
                    any exceptions here:

                
	 	 
	 	 
	 	 
	
                  (5)

                	
                  Plan
                    of Distribution:

                
	 	
                  Except
                    as set forth below, the undersigned intends to distribute pursuant
                    to the
                    Registration Statement the Registrable Securities listed above
                    in Item (2)
                    in accordance with the “Plan of Distribution” section set forth
                    therein:

                
	 	 
	 	
                  State
                    any exceptions here:

                
	 	 
	 	 
	 	 
	
                  (6)

                	
                  Selling
                    Stockholder Affiliations:

                
	
                  (a)

                	
                  Is
                    the Selling Stockholder a registered broker-dealer?

                
	 	 
	 	 
	
                  (b)

                	
                  Is
                    the Selling Stockholder an affiliate of a registered broker-dealer(s)?
                    (For purposes of this response, an “affiliate” of, or person “affiliated”
                    with, a specified person, is a person that directly, or indirectly
                    through
                    one or more intermediaries, controls or is controlled by, or
                    is under
                    common control with, the person specified.)

                
	 	 
	 	 
	
                  (c)

                	
                  If
                    the answer to Item (6)(b) is yes, identify the registered broker-dealer(s)
                    and describe the nature of the affiliation(s):

                
	 	 
	 	 
	
                  (d)

                	
                  If
                    the answer to Item (6)(b) is yes, did the Selling Stockholder
                    acquire the
                    Registrable Securities in the ordinary course of business (if
                    not, please
                    explain)?

                
	 	 


           

           

          
            
               

            

            
              -
                5
                -

              
                

              

            

            
               

            

          

           

          
            	 	 
	
                    (e)

                  	
                    If
                      the answer to Item (6)(b) is yes, did the Selling Stockholder,
                      at the time
                      of purchase of the Registrable Securities, have any agreements,
                      plans or
                      understandings, directly or indirectly, with any person to
                      distribute the
                      Registrable Securities (if yes, please explain)?

                  
	 	 
	 	 
	
                    (7)

                  	
                    Voting
                      or Investment Control over the Registrable
                      Securities:

                  
	 	 
	 	
                    If
                      the Selling Stockholder is not a natural person, please identify
                      the
                      natural person or persons who have voting or investment control
                      over the
                      Registrable Securities listed in Item (2) above:

                  
	 	 
	 	 


          

        

      

    

      

     

    Pursuant
      to Section E(3) of the Agreement, the undersigned acknowledges that the Company
      may, by notice to the Placement Agents and to each Purchaser at its last known
      address, suspend or withdraw the Registration Statement and require that the
      undersigned immediately cease sales of Registrable Securities pursuant to the
      Registration Statement under certain circumstances described in the Agreement.
      At any time that such notice has been given, the undersigned may not sell
      Registrable Securities pursuant to the Registration Statement.

     

    The
      undersigned hereby acknowledges receipt of a draft of the Registration Statement
      dated [          ],
      2005
      and confirms that the undersigned has reviewed such draft including, without
      limitation, the sections captioned “Selling Stockholders” and “Plan of
      Distribution,” and confirms that, to the best of the undersigned’s knowledge,
      the same is true, complete and accurate in every respect except as indicated
      in
      this Questionnaire. The undersigned hereby further acknowledges that pursuant
      to
      Section B(12) of the Agreement, the undersigned shall indemnify the Company
      and
      each of its directors and officers against, and hold the Company and each of
      its
      directors and officers harmless from, any losses, claims, damages, expenses
      or
      liabilities (including reasonable attorneys fees) to which the Company or its
      directors and officers may become subject by reason of any statement or omission
      in the Registration Statement made in reliance upon, or in conformity with,
      a
      written statement by the undersigned, including the information furnished in
      this Questionnaire by the undersigned.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items (1) through (7) above and the inclusion
      of such information in the Registration Statement, any amendments thereto and
      the related prospectus. The undersigned understands that such information will
      be relied upon by the Company in connection with the preparation or amendment
      of
      the Registration Statement and the related prospectus.

     

    The
      undersigned has reviewed the answers to the above questions and affirms that
      the
      same are true, complete and accurate. THE UNDERSIGNED AGREES TO NOTIFY THE
      COMPANY IMMEDIATELY OF ANY CHANGES IN THE FOREGOING INFORMATION.

     

    
      	 	 
	
              Dated:
                _____________, 2005

            	
              Signature
                of Record Holder

              (Please
                sign your name in exactly the same manner as the certificate(s) for
                the
                shares being registered)

            


    

    


    


    



    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    



    Exhibit
      E

    


    Plan
      of Distribution

    


    We
      are
      registering the shares offered by this prospectus on behalf of the selling
      stockholders. The selling stockholders, which as used herein includes donees,
      pledgees, transferees or other successors-in-interest selling shares of common
      stock or interests in shares of common stock received after the date of this
      prospectus from a selling stockholder as a gift, pledge, partnership
      distribution or other transfer, may, from time to time, sell, transfer or
      otherwise dispose of any or all of their shares of common stock or interests
      in
      shares of common stock on any stock exchange, market or trading facility on
      which the shares are traded or in private transactions. These dispositions
      may
      be at fixed prices, at prevailing market prices at the time of sale, at prices
      related to the prevailing market price, at varying prices determined at the
      time
      of sale, or at negotiated prices. To the extent any of the selling stockholders
      gift, pledge or otherwise transfer the shares offered hereby, such transferees
      may offer and sell the shares from time to time under this prospectus, provided
      that this prospectus has been amended under Rule 424(b)(3) or other applicable
      provision of the Securities Act to include the name of such transferee in the
      list of selling stockholders under this prospectus.

    


    The
      selling stockholders may use any one or more of the following methods when
      disposing of shares or interests therein:

    


    
      	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as
                agent, but may position and resell a portion of the block as principal
                to
                facilitate the transaction;

            


    

     

    
      	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	
              ·

            	
              short
                sales;

            


    

     

    
      	
              ·

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or
                otherwise;

            


    

     

    
      	
              ·

            	
              broker-dealers
                may agree with the selling stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	
              ·

            	
              a
                combination of any such methods of sale;
                and

            


    

     

    
      	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

    


    The
      selling stockholders may, from time to time, pledge or grant a security interest
      in some or all of the shares of common stock owned by them and, if they default
      in the performance of their secured obligations, the pledgees or secured parties
      may offer and sell the shares of common stock, from time to time, under this
      prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or
      other applicable provision of the Securities Act amending the list of selling
      stockholders to include the pledgee, transferee or other successors in interest
      as selling stockholders under this prospectus. 

    


    In
      connection with the sale of our common stock or interests therein, the selling
      stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The selling
      stockholders may also sell shares of our common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The selling
      stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    The
      aggregate proceeds to the selling stockholders from the sale of the common
      stock
      offered by them will be the purchase price of the common stock less discounts
      or
      commissions, if any. Each of the selling stockholders reserves the right to
      accept and, together with their agents from time to time, to reject, in whole
      or
      in part, any proposed purchase of common stock to be made directly or through
      agents. We will not receive any of the proceeds from this offering. Upon any
      exercise of the warrants by payment of cash, however, we will receive the
      exercise price of the warrants.

    


    The
      selling stockholders also may resell all or a portion of the shares in open
      market transactions in reliance upon Rule 144 under the Securities Act of 1933,
      provided that they meet the criteria and conform to the requirements of that
      rule.

    


    The selling
      shareholders might be, and any broker-dealers that act in connection with the
      sale of securities will be, deemed to be “underwriters” within the meaning of
      Section 2(11) of the Securities Act, and any commissions received by such
      broker-dealers and any profit on the resale of the securities sold by them
      while
      acting as principals will be deemed to be underwriting discounts or commissions
      under the Securities Act. 

    


    To
      the
      extent required, the shares of our common stock to be sold, the names of the
      selling stockholders, the respective purchase prices and public offering prices,
      the names of any agents, dealer or underwriter, any applicable commissions
      or
      discounts with respect to a particular offer will be set forth in an
      accompanying prospectus supplement or, if appropriate, a post-effective
      amendment to the registration statement that includes this
      prospectus.

    


    In
      order
      to comply with the securities laws of some states, if applicable, the common
      stock may be sold in these jurisdictions only through registered or licensed
      brokers or dealers. In addition, in some states the common stock may not be
      sold
      unless it has been registered or qualified for sale or an exemption from
      registration or qualification requirements is available and is complied
      with.

    


    We
      have
      advised the selling stockholders that the anti-manipulation rules of Regulation
      M under the Exchange Act may apply to sales of shares in the market and to
      the
      activities of the selling stockholders and their affiliates. In addition, we
      will make copies of this prospectus (as it may be supplemented or amended from
      time to time) available to the selling stockholders for the purpose of
      satisfying the prospectus delivery requirements of the Securities Act. The
      selling stockholders may indemnify any broker-dealer that participates in
      transactions involving the sale of the shares against certain liabilities,
      including liabilities arising under the Securities Act.

    


    We
      have
      agreed to indemnify the selling stockholders against liabilities, including
      liabilities under the Securities Act and state securities laws, relating to
      the
      registration of the shares offered by this prospectus.

    


    We
      have
      agreed with the selling stockholders to keep the registration statement that
      includes this prospectus effective until the earlier of (1) such time as all
      of
      the shares covered by this prospectus have been disposed of pursuant to and
      in
      accordance with the registration statement or (2) the date on which the shares
      may be sold pursuant to Rule 144(k) of the Securities Act.