EXHIBIT
      10.6

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”),
      dated
      as of May 6, 2006, by and among Hana Biosciences, Inc., a Delaware corporation
      (the “Company”),
      and
      Inex Pharmaceuticals Corporation, a British Columbia Corporation, (the
“Stockholder”).
      

     

    WHEREAS,
      the parties have entered into a License Agreement of even date herewith pursuant
      to which the Company is acquiring from the Stockholder various rights in certain
      intellectual and other property relating to three oncology drug compounds known
      as Marqibo (sphingosomal vinerstine), sphingosomal vinorelbine and sphingosomal
      topotecan;

     

    WHEREAS,
      in partial consideration for the rights and property acquired by the Company
      under the License Agreement, the Company has issued to the Stockholder 1,118,568
      shares (the “Closing
      Shares”)
      of the
      Company’s common stock, par value $0.001 per share (the “Common
      Stock”);

     

    WHEREAS,
      as further consideration and in addition to the Closing Shares, the Company
      is
      also obligated to pay the Stockholder various milestone payments pursuant to
      the
      License Agreement, which payments may be made in additional shares of Common
      Stock (the “Milestone
      Shares”);
      

     

    WHEREAS,
      Section 3.6.6 of the License Agreement further provides that the Company may
      elect to pay to Inex certain sublicensing revenue, as described therein, in
      shares of Common Stock (the “Sublicensing
      Shares,”
and
      together with the Closing Shares and Milestone Shares, the “Shares”);
      and

     

    WHEREAS,
      the Company has agreed to provide certain registration rights to the Stockholder
      with respect to any Shares issued under the License Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual representations, warranties, covenants
      and agreements contained herein, and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the Company and the
      Stockholders agree as follows: 

     

    1. Definitions.
      As used
      in this Agreement, the following terms shall have the respective meanings set
      forth in this Section 1:

     

    “Commission”
means
      the United States Securities and Exchange Commission. 

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Excluded
      Form”
means
      a
      Form S-4 or Form S-8, pursuant to the Securities Act or any similar or successor
      form then in effect.

     

    “Register,
      registered and registration”
means
      a
      registration effected by preparing and filing a registration statement on a
      form
      approved by the Commission other than an Excluded Form in compliance with the
      Securities Act and the declaration of effectiveness ordering the effectiveness
      of such registration statement.

     

    “Registrable
      Securities”
means
      the Shares, any additional shares of Common Stock issuable pursuant to Section
      2(a) hereof, and all shares of Common Stock issued or issuable in respect of
      the
      Shares by virtue of any stock split, stock dividend, recapitalization or similar
      event, excluding Shares which have been (a) registered under the Securities
      Act
      pursuant to an effective registration statement filed thereunder and disposed
      of
      in accordance with the registration statement covering them or (b) publicly
      sold
      pursuant to Rule 144 promulgated under the Securities Act. 

     


    
      
        
        

      

      
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    “Registration
      Expenses”
shall
      have the meaning set forth in Section 5.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended. 

     

    “Staff”
means
      the staff of the Commission’s Division of Corporation Finance.

     

    “Violation”
shall
      have the meaning set forth in Section 6(a).

     

    2. Registration.

     

    (a) Subject
      to the terms, conditions and limitations set forth herein, following the date
      that the Company is required to make an issuance of Shares under the License
      Agreement (an “Issuance
      Date”),
      the
      Company will use commercially reasonable efforts to file one or more
      registration statements with the Commission on the appropriate form (each,
      a
“Resale
      Registration Statement”)
      within
      sixty (60) days following such Issuance Date (a “Filing
      Date”)
      to
      allow the resale of the Registrable Securities under the Securities Act, and
      use
      its commercially reasonable efforts to have such Resale Registration Statement
      declared effective by the Commission as soon as practicable following the Filing
      Date and, in any event, prior to the date which is one hundred eight (180)
      days
      after each applicable Issuance Date (a “Registration
      Effective Date”).
      In
      the event (i) the Company has not filed a required Registration Statement by
      the
      applicable Filing Date, or (ii) such Resale Registration Statement has not
      been
      declared effective by the applicable Registration Effective Date, then, in
      either case, the Company shall issue to the Stockholder a number of additional
      shares of Common Stock equal to two percent (2%) of the number of such
      Regsitrable Securities with respect to which a Registration Statement was not
      timely filed or declared effective in accordance with the foregoing clauses
      (i)
      and (ii).
      For
      purposes of this Section
      2(a), to
      the extent that any Filing Date or any Registration Effective Date falls on
      a
      weekend or other date that the Commission is closed, the Filing Date or
      Registration Effective Date shall be extended to the next day the Commission
      is
      open for business.

     

    (b) If,
      following an Issuance Date, the Company shall determine to prepare and file
      with
      the Commission a registration statement relating to an offering of Common Stock
      for its own account under the Securities Act (other than on an Excluded Form)
      (a
“Company
      Registration Statement”),
      then
      the Company shall send to the Stockholder written notice, at least twenty (20)
      business days prior to the filing of such registration statement, of such
      determination and that all or part of such Registrable Securities then held
      by
      the Stockholder may be included in such registration statement at the
      Stockholder’s request. And if, within fifteen (15) business days after delivery
      of such notice, the Stockholder shall so request in writing, the Company shall
      include in such registration statement the resale of the Registrable Securities
      requested by the Stockholder to be so included. Such
      written notice shall state the intended method of disposition of the Registrable
      Securities by the Stockholder.
      The
      Company’s obligation under this Section 2(b) shall be limited to the first
      Company Registration Statement following the date hereof. 

     

    (c) If
      the
      Company Registration Statement under which the Company gives notice is for
      an
      underwritten offering, the Company shall so advise the Stockholders. In such
      event, the right of the Stockholder to be included in a Company Registration
      Statement to Section 2(b) shall be conditioned upon the Stockholder’s
      participation in such underwriting and the inclusion of Stockholder’s
      Registrable Securities in the underwriting to the extent provided herein. The
      Stockholder shall enter into an underwriting agreement in customary form with
      the underwriter or underwriters selected for such underwriting by the
      Company.

     


    
      
        
        

      

      
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    (d) Notwithstanding
      any other provision of this Section 2, if the managing underwriter determines,
      in its good faith judgment, that inclusion of the Registrable Securities
      proposed to be included in the underwritten public offering would jeopardize
      the
      successful marketing of the underwritten public offering and advises the Company
      in writing of such determination, the underwriter may exclude some or all
      Registrable Securities from such registration and underwriting. The Company
      shall so advise the Stockholder, and the number of shares of Common Stock to
      be
      included in such registration shall be allocated as follows: first, for the
      account of the Company, all shares of Common Stock proposed to be sold by the
      Company; and second, for the account of the Stockholder and any other
      stockholders of the Company participating in such registration, the number
      of
      shares of Common Stock requested to be included in the registration by the
      Stockholder and such other shareholders in proportion, as nearly as practicable,
      to the respective amounts of Registrable Securities that are proposed to be
      offered and sold by the Stockholder and such other shareholders of Registrable
      Securities at the time of filing the registration statement. 

     

    (e) The
      Company shall so advise the Stockholder of any such limitation, and the number
      of shares of Registrable Securities held by the Stockholder that may be included
      in the registration. If the Stockholder disapproves of the terms of any such
      underwriting, it may elect to withdraw therefrom by written notice to the
      Company and the underwriter, delivered at least ten (10) business days prior
      to
      the effective date of the Company Registration Statement. Any Registrable
      Securities excluded or withdrawn from such underwriting shall be excluded and
      withdrawn from the Company Registration Statement. 

     

    (f) The
      Company shall have the right to terminate or withdraw any Company Registration
      Statement initiated by it under Section 2(b) prior to the effectiveness of
      such registration whether or not the Stockholder elected to include securities
      in such registration. The Registration Expenses of such terminated or withdrawn
      registration shall be borne by the Company. In the event of such terminated
      or
      withdrawn registration, the Stockholder shall retain the right to request
      inclusion of Registrable Securities as set forth above. 

     

    3. Registration
      Procedures

     

    If
      and
      whenever the Company is required by the provisions hereof to effect the
      registration of any Registrable Securities under the Securities Act as provided
      herein, the Company shall, as expeditiously as possible:

     

    (a) prepare
      and file with the Commission a registration statement with respect to such
      Registrable Securities and use commercially reasonable efforts to cause such
      registration statement to become effective and remain effective until the
      earlier of (i) the sale of all Registrable Securities covered thereby and (ii)
      the date upon which the Stockholder may sell the Registrable Securities pursuant
      to Rule 144(k) promulgated under the Securities Act (the “Registration
      Period”);

     

    (b) register
      the resale of the Registrable Securities on SEC Form S-3 (“Form
      S-3”)
      or, if
      the Company is not eligible to register the resale of the Registrable Securities
      on Form S-3, then on such other form of SEC registration statement as is
      available to effect registration of the resale of the Registrable
      Securities;

     


    
      
        
        

      

      
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    (c) ensure
      that any registration statement filed with respect to the Registrable Securities
      (including any amendments or supplements thereto and prospectuses contained
      therein) shall not contain any 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 in which they were made,
      not
      misleading, provided that the Stockholder acknowledges and agrees that the
      Company will rely on the Stockholder with respect to information relating to
      the
      Stockholder that has been provided by the Stockholder to the Company;


     

    (d) prepare
      and file with the Commission such amendments (including post-effective
      amendments) and supplements to any registration statement referred to in Section
      3(a) hereof and the prospectus used in connection therewith as may be necessary
      to keep such registration statement effective for the period specified by
      Section 3(a) hereof and to comply with the provisions of the Securities Act
      with
      respect to the sale of all Registrable Securities covered by such registration
      statement during such period in accordance with the intended methods of
      disposition by the Holders in such registration statement;

     

    (e) submit
      to
      the Commission, within five (5) business days after the Company learns that
      no
      review of a Resale Registration Statement will be made by Staff or that the
      Staff has no further comments on such registration statement, as the case may
      be, a request for acceleration of effectiveness of the registration statement
      to
      a time and date not later than 48 hours after the submission of such
      request;

     

    (f) upon
      request from the Stockholder, furnish (including in an electronic form or in
      written form if requested by the Stockholder) to the Stockholder (i) promptly
      after the same is prepared and filed with the SEC, at least one copy of each
      Resale Registration Statement and each Company Registration Statement and any
      amendment(s) thereto, including all financial statements and schedules, all
      documents incorporated therein by reference, all exhibits and each preliminary
      prospectus, and (ii) upon effectiveness of any such registration statement,
      five
      (5) copies of the prospectus included in such registration statement and all
      amendments and supplements thereto (or such other number of copies as the
      Stockholder may reasonably request), and (iii) such other documents as the
      Stockholder may reasonably request, each as reasonably required by the
      Stockholder in order to facilitate the public sale or other disposition of
      the
      Registrable Securities covered by such registration statement. To
      the
      extent that issues raised by the Staff have an impact primarily on the
      Stockholder rather than the Company, the Company shall give reasonable deference
      to the Stockholder’s requests with respect to the process and substance of
      responses with respect to such issues;

     

    (g) as
      promptly as practicable after becoming aware of such event at any time when
      a
      prospectus relating to the Registrable Securities is required to be delivered
      under the Securities Act, (i) notify the Stockholder of the Company’s becoming
      aware that the prospectus included in the related registration statement, as
      then in effect, includes an untrue statement of a material fact or omits to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein not misleading in light of the circumstances then existing,
      (ii) prepare a supplement or amendment to such registration statement and
      corresponding prospectus as required to correct such untrue statement or
      omission, and (iii) prepare and furnish to the Stockholder a reasonable number
      of copies (including in an electronic form or in written form if requested
      by
      the Stockholder) of a prospectus supplemented or amended so that, as thereafter
      delivered to the purchasers of such Registrable Securities, such prospectus
      shall not include 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 not misleading in the light of the circumstances then existing;


     


    
      
        
        

      

      
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    (h) notify
      the Stockholder, at any time when a prospectus relating thereto is required
      to
      be delivered under the Securities Act: (i) when the registration statement
      or
      any post-effective amendment and supplement thereto has become effective; (ii)
      of the issuance by the Commission of any stop order or the initiation of
      proceedings for that purpose (in which event the Company shall make every effort
      to obtain the withdrawal of any order suspending effectiveness of the
      registration statement at the earliest possible time or prevent the entry
      thereof); and (iii) of the receipt by the Company of any notification with
      respect to the suspension of the qualification of the Registrable Securities
      for
      sale in any jurisdiction or the initiation of any proceeding for such
      purpose;

     

    (i) otherwise
      use its best efforts to comply with all applicable rules and regulations of
      the
      Commission;

     

    (j) use
      commercially reasonable efforts to prevent the issuance of any stop order or
      any
      other suspension of effectiveness or any registration statement and, if such
      an
      order or suspension is issued, to obtain the withdrawal of such order or
      suspension at the earliest possible moment and to notify the Stockholder (and,
      in the event of an underwritten offering, the managing underwriters) of the
      issuance of such order and the resolution thereof or its receipt of actual
      notice of the initiation or threat of any proceeding for such purpose;


     

    (k) use
      its
      best efforts to cause
      all
      such Registrable Securities registered hereunder to be listed on the Nasdaq
      National Market, or such other stock exchange or over-the-counter electronic
      market system on which the Common Stock is then principally listed or eligible
      for trading or quotation; and

     

    (l) within
      three (3) business days after any registration statement is ordered effective
      by
      the SEC, notify the Company’s transfer agent that a registration statement
      covering the Registrable Securities has been declared effective by the SEC
      and
      instruct the Company’s transfer agent to remove the restrictive legend on the
      stock certificates evidencing any Registrable Securities that have been sold
      pursuant to a Resale Registration Statement or a Company Registration Statement
      and provide, with the cooperation of the Stockholder, any required legal
      opinions at the Company’s sole expense.

     

    4. Furnish
      Information. It
      shall
      be a condition precedent to the obligation of the Company to take any action
      pursuant to Sections 2
      and
3
      with
      respect to the Registrable Securities that Stockholder shall furnish to the
      Company such information regarding the Stockholder, the Registrable Securities,
      and the intended method of disposition of such securities as shall be reasonably
      required by the Company to effect the registration of the Registrable
      Securities.

     

    5. Registration
      Expenses.
      The
      Company shall bear and pay all expenses incurred in connection with any
      registration, filing or qualification of Registrable Securities with respect
      to
      registrations pursuant to this Agreement, including (without limitation) all
      registration, filing, and qualification fees, printers and accounting fees
      relating or apportionable thereto (the “Registration
      Expenses”),
      but
      excluding underwriting discounts and commissions relating to Registrable
      Securities and excluding any professional fees or costs of accounting, financial
      or legal advisors to the Stockholder. 

     

     


    
      
        
        

      

      
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    6. Indemnification.
      In the
      event that any Registrable Securities are included in a registration statement
      under Section 2:

     

    (a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless the
      Stockholder, any underwriter (as defined in the Securities Act) for the
      Stockholder and each person, if any, who controls the Stockholder or underwriter
      within the meaning of the Securities Act or the Exchange Act, against any
      losses, claims, damages, liabilities or expenses (joint or several) which arise
      out of any failure by the Company to perform its obligations under this
      Agreement or to fulfill any covenant or undertaking included in any registration
      statement to which any of them may become subject under the Securities Act,
      the
      Exchange Act or any other federal or state law, insofar as such losses, claims,
      damages, liabilities or expenses (or actions in respect thereof) arise out
      of or
      are based upon any of the following statements, omissions or violations (each
      a
“Violation”):
      (i)
      any untrue statement or alleged untrue statement of a material fact contained
      in
      such registration statement, including any preliminary prospectus or final
      prospectus contained therein or any exhibits, amendments or supplements thereto
      and all documents filed as a part thereof and information deemed to be a part
      thereof; (ii) the omission or alleged omission to state therein 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; or (iii)
      any violation or alleged violation by the Company of the Securities Act, the
      Exchange Act, any other federal or state law or any rule or regulation
      promulgated under the Securities Act or the Exchange Act in connection with
      the
      offering covered by such registration statement, and the Company will pay to
      the
      Stockholder, underwriter or controlling person, as incurred, any legal or other
      expenses reasonably incurred by them in connection with investigating or
      defending any such loss, claim, damage, liability, or action; provided,
      however,
      that
      the indemnity agreement contained in this Section 6(a) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or expense
      (or action in respect thereto) if such settlement is effected without the
      consent of the Company, which consent shall not be unreasonably withheld and
      that
      the
      Company shall not be liable in any such case for any such loss, claim, damage,
      liability or action to the extent that it (A) arises out of or is based upon
      a
      Violation which occurs in reliance upon and in conformity with written
      information furnished expressly for use in connection with such registration
      by
      the Stockholder, underwriter or controlling person or (B) is directly caused
      by
      the Stockholder’s, underwriter’s or controlling person’s failure to deliver a
      copy of the registration statement or prospectus, or any amendments or
      supplements thereto, after the Company has furnished the Stockholder,
      underwriter or controlling person with a sufficient number of copies of the
      same. 

     

    (b) To
      the
      extent permitted by law, the
      Stockholder
      will
      indemnify and hold harmless, severally and not jointly, the Company, each of
      its
      directors, each of its officers, each person, if any, who controls the Company
      within the meaning of the Securities Act, any underwriter, any other holder
      selling securities in such registration statement and any controlling person
      of
      any such underwriter or other holder, against any losses, claims, damages,
      or
      liabilities (joint or several) to which any of the foregoing persons may become
      subject, under the Securities Act, the Exchange Act or other federal or state
      law, insofar as such losses, claims, damages liabilities or expenses (or actions
      in respect thereto) arise out of or are based upon any Violation by the
      Stockholder,
      in each
      case to the extent (and only to the extent) that such Violation occurs in
      reliance upon and in conformity with written information furnished by
the
      Stockholder
      expressly for use in connection with such registration; and the
      Stockholder
      will
      pay, as incurred, any legal or other expenses reasonably incurred by any person
      intended to be indemnified pursuant to this Section 6(b), in connection with
      investigating or defending any such loss, claim, damage, liability, or expense
      (or action in respect thereto); provided,
      however,
      that
      the indemnity agreement contained in this Section 6(b) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or expense
      (or action in respect thereto) if such settlement is effected without the
      consent of the Stockholder, which consent shall not be unreasonably withheld;
      provided,
      further,
      that, in
      no event shall the Stockholder be liable for any indemnification obligation
      under this Section 6(b) in excess of the aggregate amount of net proceeds
      received by the Stockholder from the sale of its Registrable Securities pursuant
      to the applicable registration statement. 

     


    
      
        
        

      

      
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    (c) Promptly
      after receipt by an indemnified party under this Section 6 of notice of the
      commencement of any action (including any governmental action), such indemnified
      party shall, if a claim in respect thereof is to be made against any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof and the indemnifying party shall
      have
      the right to participate in, and, to the extent the indemnifying party so
      desires, jointly with any other indemnifying party similarly notified, to assume
      the defense thereof with counsel selected by the indemnifying party and approved
      by the indemnified party (whose approval shall not be unreasonably withheld);
      provided,
      however,
      that an
      indemnified party (together with all other indemnified parties which may be
      represented without conflict by one counsel) shall have the right to retain
      one
      separate counsel, with the fees and expenses to be paid by the indemnifying
      party, if representation of such indemnified party by the counsel retained
      by
      the indemnifying party would be inappropriate due to actual or potential
      differing interests between such indemnified party and any other party
      represented by such counsel in such proceeding. The failure to deliver written
      notice to the indemnifying party within a reasonable time of the commencement
      of
      any such action will not relieve it of any liability that it may have to any
      indemnified party otherwise than under this Section 6, expect to the extent
      that
      the indemnifying party has been materially prejudiced. 

     

    (d) If
      the
      indemnification provided for in this Section 6
      is held
      by a court of competent jurisdiction to be unavailable to an indemnified party
      with respect to any loss, liability, claim, damage or expense (or action in
      respect thereto) referred to therein, then the indemnifying party, in lieu
      of
      indemnifying such indemnified party hereunder, shall contribute to the amount
      paid or payable by such indemnified party as a result of such loss, liability,
      claim, damage or expense (or action in respect thereto) in such proportion
      as is
      appropriate to reflect the relative fault of the indemnifying party on the
      one
      hand and of the indemnified party on the other in connection with the
      Violation(s) that resulted in such loss, liability, claim, damage or expense
      (or
      action in respect thereto) as well as any other relevant equitable
      considerations. The relative fault of the indemnifying party and of the
      indemnified party shall be determined by a court of law by reference to, among
      other things, whether the untrue or alleged untrue statement of a material
      fact
      or the alleged omission to state a material fact relates to information supplied
      by the indemnifying party or by the indemnified party and the parties’ relative
      intent, knowledge, access to information, and opportunity to correct or prevent
      such statement or omission. 

     

    (e) The
      indemnity and contribution provisions contained in this Section 6
      shall
      remain operative and in full force regardless of (i) the termination of this
      Agreement and (ii) the sale of Registrable Securities pursuant to any
      registration statement. No indemnifying party, in the defense of any such claim
      or litigation, shall, except with the consent of each indemnified party, consent
      to entry of any judgment or enter into any settlement which does not include
      as
      an unconditional term thereof the giving by the claimant or plaintiff to such
      indemnified party of a release from all liability in respect to such claim
      or
      litigation. 

     

    7. Rule
      144 Reporting.
      With
      a
      view to making available to the Stockholder the benefits of Rule 144 and any
      other rule or regulation of the Commission that may at any time permit the
      Stockholder to sell securities of the Company to the public without registration
      or pursuant to a registration statement, the Company agrees to: 

     


    
      
        
        

      

      
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    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 under the Securities Act; 

     

    (b) file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Exchange Act; and 

     

    (c) furnish
      to the Stockholder, so long as the Stockholder owns any Registrable Securities,
      forthwith upon request (i) a written statement by the Company as to its
      compliance with the reporting requirements the Exchange Act, (ii) a copy of
      the
      most recent annual or quarterly report of the Company and such other reports
      and
      documents so filed by the Company with the Commission and (iii) such other
      information as may be reasonably requested in availing the Stockholder of any
      rule or regulation of the Commission which permits the selling of any such
      securities without registration or pursuant to such form; provided,
      however,
      that
      the Company shall have no obligation to furnish any report or other document
      filed with the Commission via the Commission’s EDGAR system.

     

    8. Permitted
      Transferees.
      The
      rights to cause the Company to register Registrable Securities pursuant to
      this
      Agreement may be assigned by the Stockholder in connection with a transfer
      by
      the Stockholder of its Registrable Securities if: (a) the Stockholder gives
      prior written notice to the Company; (b) such transferee agrees to comply with
      the terms and provisions of this Agreement; (c) such transfer is otherwise
      in compliance with this Agreement; (d) such transfer is otherwise effected
      in
      accordance with applicable securities laws; and (e) the Stockholder transfers
      at
      least 20% of its shares of Registrable Securities to the transferee. Except
      as
      specifically permitted by this Section 8, the rights of the Stockholder with
      respect to Registrable Securities as set out herein shall not be transferable
      to
      any other Person, and any attempted transfer shall cause all rights of the
      Stockholder therein to be forfeited. 

     

    9. Termination
      of Registration Rights.
      The
      Company’s obligation to file or obtain and maintain the effectiveness of any
      Resale Registration Statement shall terminate as to any Registrable Securities
      to the extent any such Registrable Securities may immediately be sold under
      Rule
      144(k) (or any successor rule thereto) of the Securities Act. 

     

    10. Restriction
      of Selling Shares.
      Notwithstanding the effectiveness of any Resale Registration Statement, the
      Stockholder hereby undertakes and agrees to refrain from selling, transferring,
      exchanging, assigning, or otherwise disposing of not more than twenty five
      percent (25%) of any group of Shares issued at one Issuance Date in each ninety
      (90) day period commencing with the effective date of the applicable Resale
      Registration Statement covering such Shares; provided,
      however,
      that to
      the extent any such Shares are sold pursuant to a Company Registration Statement
      that exceeds such 25 percent limitation, then the number of Shares that
      Stockholder may sell in the immediately succeeding calendar quarter(s) shall
      be
      reduced by such excess number of Shares sold pursuant to the Company
      Registration Statement. 

     

    11. Miscellaneous

     

    (a) This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by any other Person. The
      Company may not assign its rights or obligations hereunder without the prior
      written consent of the Stockholder. Stockholder may assign its rights and
      obligations in the manner permitted hereunder.

     


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    (b) All
      notices, requests and other communications under this Agreement shall be in
      writing, and shall be sufficiently given if delivered to the addressees in
      person or by recognized overnight courier, mailed by certified or registered
      mail, return receipt requested, or by facsimile or e-mail delivery followed
      by a
      copy sent by recognized overnight delivery, as follows: 

     

    
      	 	
              If
                to the Company:

            	
              Hana
                Biosciences, Inc.

            
	 	 	
              400
                Oyster Point Blvd., Suite 215

            
	 	 	
              South
                San Francisco, California 94080

            
	 	 	
              Facsimile:
                (650) 588-2787

            
	 	 	
              Attn:
                Mark J. Ahn, Chief Executive Officer

            
	 	 	 
	 	
              With
                a copy to:

            	
              Maslon
                Edelman Borman & Brand, LLP

            
	 	 	
              90
                South Seventh Street, Suite 3300

            
	 	 	
              Minneapolis,
                Minnesota 55402

            
	 	 	
              Facsimile:
                (612) 642-8343

            
	 	 	
              Attn:
                Christopher J. Melsha, Esq.

            
	 	 	 
	 	
              If
                to Stockholder:

            	
              Inex
                Pharmaceuticals Corporation

            
	 	 	
              200-8900
                Glenlyon Parkway

            
	 	 	
              Burnaby,
                British Columbia

            
	 	 	
              Canada
                V5J 5J8

            
	 	 	
              Facsimile:
                (604) 419-3201

            
	 	 	
              Attn:
                Timothy M. Ruane, Chief Executive Officer

            
	 	 	 
	 	
              With
                a copy to:

            	
              Lang
                Michener LLP

            
	 	 	
              1500
                - 1055 West Georgia Street

            
	 	 	
              Vancouver,
                British Columbia

            
	 	 	
              Canada
                V6E 4N7

            
	 	 	
              Facsimile:
                (604) 685-7084

            
	 	 	
              Attn:
                Leo Raffin

            


    

     

    The
      parties may designate such other addresses in writing hereafter in the same
      manner as notice is to be given under this Section 11(b).

     

    (c) This
      Agreement shall be governed by, and construed in accordance with the laws of
      the
      State of Delaware, without regard to the conflicts of law rules of such state.
      

     

    (d) THE
      PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
      PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
      AGREEMENT. 

     

    (e) This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument. 

     

    (f) If
      any
      provision of this Agreement is held by a court of competent jurisdiction or
      other authority to be invalid or unenforceable, such invalidity or
      unenforceability shall not affect the validity or enforceability of the
      remainder of this Agreement, and the parties shall negotiate in good faith
      to
      modify this Agreement and to preserve each party’s anticipated benefits under
      this Agreement. 

     


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    (g) The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    (h) This
      Agreement may not be amended or modified, and no provision hereof may be waived,
      without the written consent of the Company and Stockholder. 

     

    (i) The
      failure of any party hereto to exercise any right or remedy under this Agreement
      or otherwise, or delay by any party hereto in exercising such right or remedy,
      shall not operate as a waiver thereof.

     

    (j) Each
      party agrees to execute such other documents, instruments, agreements and
      consents, and take such other actions as may be reasonable requested by the
      other parties hereto to effectuate the purposes of this Agreement.

     

    (k) This
      Agreement contains the entire understanding of the parties with respect to
      the
      subject matter hereof and thereof and supersede all prior agreements and
      understandings, oral or written, with respect to such matters. 

     

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Registration Rights Agreement
      as of the date first written above.

     

    
      	 	 
	 	
              HANA
                BIOSCIENCES, INC.

            
	 	 
	 	 
	 	
              By:      /s/
                Mark J,
                Ahn                                                  
                

            
	 	
              Name:
                Mark J. Ahn

            
	 	
              Title:  
                President and Chief Executive Officer

            
	 	 
	 	 
	 	 
	 	
              INEX
                PHARMACEUTICALS CORPORATION

            
	 	 
	 	 
	 	
              By:      /s/
                Timothy M.
                Ruan                                        
                

            
	 	
              Name:
                Timothy M. Ruane

            
	 	
              Title:   President
                and Chief Executive Officer

            


    

    


     

    
      
        
        

      

        
        -10-