AMENDMENT #2 TO THE CLINICAL TRIAL AGREEMENT BETWEEN VION PHARMACEUTICALS, INC. AND THE DIVISION OF CANCER TREATMENT AND DIAGNOSIS, NCI

EXHIBIT 10.45

AMENDMENT #2 TO THE
CLINICAL TRIAL AGREEMENT BETWEEN
VION PHARMACEUTICALS, INC. AND THE
DIVISION OF CANCER TREATMENT AND DIAGNOSIS, NCI
DATED JANUARY 8, 2008

The purpose of this Amendment #2, effective as of the last date signed below (“Effective Date”), is to change certain terms of the above referenced Clinical Trials Agreement (“CTA”). These changes are reflected below and except for these changes and those of any previous Amendments, all other provisions of the original CTA remain in full force and effect. Two originals of this Amendment #2 are provided for execution; one is to remain with the National Cancer Institute and one is to remain with Vion Pharmaceuticals, Inc.

1. The term of the CTA is extended for three (3) years such that the CTA will expire on January 9, 2011.

2. Article 3, “INDs” is hereby amended by adding the following paragraph to the end of Article 3: