AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT

EXHIBIT 10.1

AMENDMENT NO. 5 DATED AS OF JUNE 24, 2009, TO EMPLOYMENT AGREEMENT, DATED AS OF NOVEMBER 3, 2003, BY AND BETWEEN VION PHARMACEUTICALS, INC. AND ALAN KESSMAN

          AMENDMENT NO. 5, dated as of June 24, 2009, to Employment Agreement, dated as of November 3, 2003, by and between Vion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Alan Kessman (the “Executive”), as amended by Amendment No. 1 thereto, dated September 13, 2005, Amendment No. 2 thereto, dated January 3, 2006, Amendment No. 3 thereto, dated February 13, 2008 and Amendment No. 4 thereto, dated June 23, 2008 (collectively, the “2003 Agreement”).

          WHEREAS, the Executive has been acting as the Chief Executive Officer of the Company pursuant to the 2003 Agreement; and

          WHEREAS, the 2003 Agreement expires on December 31, 2009; and

          WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the Executive’s co