Exhibit
      10.11

    AMENDMENT
      NO. 3 TO 

    EMPLOYMENT
      AGREEMENT

     

     

    THIS
      AMENDMENT NO. 3 made as of June 30, 2006 (the “Amendment”),
      to
      the EMPLOYMENT AGREEMENT dated November 1, 2003, as amended October 21, 2004
      and
      December 16, 2005 (the “Agreement”),
      by
      and between Hana Biosciences, Inc. (formerly Hudson Health Sciences, Inc.),
      a
      Delaware corporation (the “Company”),
      and
      Mark J. Ahn, Ph.D. (“Executive”).

     

    WHEREAS,
      the parties hereto entered into the Agreement to provide for the terms of
      Executive’s employment by the Company, including the terms of his compensation
      therefor; 

     

    WHEREAS,
      pursuant to Section 5(f)(i) of the Agreement, Executive received Stock Options
      to purchase 350,000 shares of Common Stock of the Company, which Stock Options
      currently represents the right to purchase 493,524 shares of Common Stock at
      an
      exercise price of $0.167, as adjusted for subsequent mergers and stock
      combinations; and as of the date hereof, Executive has exercised the Stock
      Options relating to 164,508 shares of Common Stock, leaving 329,016 shares
      available for issuance pursuant to such Stock Options;

     

    WHEREAS,
      pursuant to Section 5(f)(ii) of the Agreement, Executive was entitled to receive
      additional stock options to maintain his ownership percentage at the levels
      specified therein (the “Anti-Dilution Options”) until the Company has raised
      gross proceeds of sales of equity securities equal to $50 million;

     

    WHEREAS,
      on February 15, 2004, pursuant to Section 5(f)(ii), Executive received an
      Anti-Dilution Option to purchase 184,555 shares of Common Stock (as adjusted)
      at
      an exercise price of $0.167 (as adjusted);

     

    WHEREAS,
      following the completion of the Company’s private placement on February 26, 2004
      and in accordance with Section 5(f)(ii) of the Agreement, Executive received
      an
      Anti-Dilution Option to purchase 79,658 shares of Common Stock at a price of
      $0.337 per share (as adjusted);

     

    WHEREAS,
      following the Company’s private placement in July 20, 2004 and in accordance
      with Section 5(f)(ii) of the Agreement, Executive received an Anti-Dilution
      Option to purchase 194,568 shares of Common Stock at a price of $0.337 per
      share
      (as adjusted);

     

    WHEREAS,
      following the completion of the Company’s private placement in October 2005, at
      which time the Company had raised aggregate gross proceeds from financing
      transactions of more than $32.5 million, Executive was entitled to receive,
      pursuant to Section 5(f)(ii) of the Agreement, an additional Anti-Dilution
      Option to purchase 87,950 shares of Common Stock; however, the Company and
      Executive agreed to delay the issuance of such option until such time as the
      Company’s 2004 Stock Incentive Plan (the “2004 Plan”) had been ratified by the
      Company’s stockholders;

     

    WHEREAS,
      on May 19, 2006, the Company sold 4,701,100 shares of Common Stock for gross
      proceeds of $40.0, and as a result of such offering, Executive is entitled
      to an
      Anti-Dilution Option to purchase 331,312 shares of Common Stock pursuant to
      Section 5(f)(ii) of the Agreement;

     

    WHEREAS,
      the Company’s stockholders ratified and approved the 2004 Plan on May 9,
      2006;

     

    WHEREAS,
      pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the
      “Code”), which section of the Code was signed into law in November 2005, stock
      options granted at an exercise price less than the fair market value of the
      Common Stock on the date of grant are considered “non-qualified deferred
      compensation” and are subject to certain adverse tax consequences;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    WHEREAS,
      pursuant to certain regulations promulgated by the U.S. Department of Treasury
      under Section 409A provide that an in-the-money stock option granted prior
      to
      the effective date of Section 409A that vests after such date may be amended
      in
      order to comply with Section 409A by, among other things, increasing the option
      exercise price to an amount equal to the fair market value of the Common Stock
      at the date such option was granted, and issuing shares of restricted Common
      Stock having a value equal to the incremental increase in the exercise price
      of
      such option, as amended;

     

    WHEREAS,
      the Company and Executive desire to (1) amend the Agreement in order to provide
      for an issuance of restricted shares of Common Stock in lieu of the
      Anti-Dilution Options to which Executive would be entitled as a result of the
      October 2005 and May 2006 financing transactions, (2) amend the Anti-Dilution
      Options issued on February 15, 2004, February 26, 2004 and July 20, 2004 in
      order to comply with Section 409A of the Code, and (3) confirm that, following
      the effectiveness of the actions and transactions contemplated hereby, Executive
      has no further rights under Section 5(f)(ii) of the Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      set forth and for the mutual benefit of the parties, the Company and Executive
      agree as follows:

     

    1.
      The
      fourth sentence of subparagraph (f)(ii) of Section 5 of the Agreement, as
      previously amended by Amendment No. 1 to the Agreement, is hereby amended and
      restated, as follows:

     

    “With
      respect to any additional Stock Options granted pursuant to this subparagraph
      (ii), such options shall (A) vest in two equal annual installments commencing
      on
      the date the Company’s obligation to issue such additional Stock Options is
      triggered, and (B) have an exercise price equal to the exercise price applicable
      to the Stock Options granted to Executive in accordance with subparagraph (i),
      as adjusted for stock splits, combinations, recapitalizations, mergers and
      the
      like.”

    


    2. In
      lieu
      of the Anti-Dilution Option grant of 87,950 shares of Common Stock (exercisable
      at a price of $0.175 per share) to which Executive was entitled as a result
      of
      the October 2005 financing, the Company shall issue to Executive pursuant to
      the
      2004 Plan, and the Executive shall receive, 85,000 shares of restricted Common
      Stock, which shares shall vest in two equal installments of 42,500 shares each
      on October 24, 2006 and October 24, 2007, respectively. 

    


    3.
       In
      lieu
      of the Anti-Dilution Option grant of 331,312 shares of Common Stock to which
      Executive was entitled as a result of the May 2006 financing, the Company shall
      issue to Executive pursuant to the 2004 Plan, and the Executive shall receive,
      325,000 shares of restricted Common Stock, which shares shall vest in two equal
      installments of 162,500 shares each on May 19, 2007 and May 19, 2008,
      respectively.

    


    4.
       Amendment
      of Original Stock Options.
      In
      accordance with Code Section 409A and certain rules and regulations promulgated
      thereunder, the Stock Options issued to Executive on November 1, 2003 pursuant
      to the original terms of the Agreement shall be amended in order to increase
      the
      exercise price to $0.833 per share, the then fair market value of the Common
      Stock (as adjusted). In consideration for the increase in the exercise price
      of
      such option, the Company shall issue to Executive and Executive shall be
      entitled to receive, pursuant to the 2004 Plan, 57,613 shares of restricted
      Common Stock, which shares shall vest in their entirety on January 1,
      2007.

    


    5.
       Amendment
      of February 15, 2004 Anti-Dilution Option.
      In
      accordance with Code Section 409A and certain rules and regulations promulgated
      thereunder, the Anti-Dilution Option issued to Executive on February 15, 2004
      shall be amended in order to increase the exercise price to $1.014 per share,
      the then fair market value of the Common Stock (as adjusted). In consideration
      for the increase in the exercise price of such option, the Company shall issue
      to Executive and Executive shall be entitled to receive, pursuant to the 2004
      Plan, 4,313 shares of restricted Common Stock, two-thirds of which shares shall
      vest on January 1, 2007 and the remaining one-third shall vest on February
      15,
      2007. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    6. Amendment
      of February 26, 2004 Anti-Dilution Option.
      In
      accordance with Code Section 409A and certain rules and regulations promulgated
      thereunder, the Anti-Dilution Option issued to Executive on February 26, 2004
      shall be amended in order to increase the exercise price to $1.68 per share,
      the
      then fair market value of the Common Stock (as adjusted). In consideration
      for
      the increase in the exercise price of such option, the Company shall issue
      to
      Executive and Executive shall be entitled to receive, pursuant to the 2004
      Plan,
      3,765 shares of restricted Common Stock, two-thirds of which shares shall vest
      on January 1, 2007 and the remaining one-third shall vest on February 26,
      2007.

    


    7. Amendment
      of July 20, 2004 Anti-Dilution Option.
      In
      accordance with Code Section 409A and certain rules and regulations promulgated
      thereunder, the Anti-Dilution Option issued to Executive on July 20, 2004 shall
      be amended in order to increase the exercise price to $2.37 per share, the
      then
      fair market value of the Common Stock (as adjusted). In consideration for the
      increase in the exercise price of such option, the Company shall issue to
      Executive and Executive shall be entitled to receive, pursuant to the 2004
      Plan,
      9,196 shares of restricted Common Stock, two-thirds of which shares shall vest
      on January 1, 2007 and the remaining one-third shall vest on July 20,
      2007.

    


    8. Executive
      acknowledges and agrees that the grants of restricted stock pursuant to
      paragraphs 2 through 7 of this Amendment shall be the only additional grants
      of
      equity securities of the Company to which Executive is entitled under Section
      5(f)(ii) of the Agreement, as amended to date, and that Executive shall have
      no
      other rights, and the Company shall have no other obligations, pursuant to
      Section 5(f)(ii). For future sales and issuances of equity securities of the
      Company, as provided under Section 5(f)(ii), Executive shall be diluted pro
      rata
      along with all other holders of securities of the Company.

    


    9. All
      capitalized terms used but not defined herein shall have the meanings ascribed
      to them in the Agreement.

    


    10. Except
      as
      amended or modified by this Amendment, the parties hereby confirm all other
      terms and provisions of the Agreement.

    


    11. This
      Amendment may be executed in any number of counterparts, each of which shall
      constitute an original, but all of which together shall constitute one and
      the
      same instrument.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as of
      the
      date first above written.

     

    


    
      	
              COMPANY:

               

              Hana
                Biosciences, Inc.

               

               

              By: /s/
                John P.
                Iparraguirre                                              
                

              Its:
                Chief Financial Officer

            	
              EXECUTIVE:

               

               

               

               

              /s/
                Mark J.
                Ahn                                       
                

              Mark
                J. Ahn, Ph.D.

            


    

     

    


    


    
      
         

      

      
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