EMPLOYMENT AGREEMENT

This Employment Agreement (this “ Agreement ”) is entered into as of December 18, 2006, by and between HANA BIOSCIENCES, INC., a Delaware corporation with an office at 7000 Shoreline Court, Suite 370, South San Francisco, California 94080 (the “ Company ”), and John P. Iparraguirre, residing at 1547 9th Ave, San Francisco, CA 94122 (the “ Executive ”).

WHEREAS, Executive is currently employed by the Company as its Chief Financial Officer; and

WHEREAS, the Company desires to continue to employ the Executive as Chief Financial Officer of the Company and the Executive desires to continue serving the Company in that capacity, all upon the terms and subject to the conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

1.    Employment .

(a)   Services . The Executive will be employed by the Company and shall serve as Chief Financial Officer of the Company and shall perform, subject to the direction of the Chief Executive Officer of the Company, such services and duties as are customarily performed by the Chief Financial Officer (the “ Services ”). The Executive shall also have such other powers and duties as may be from time to time prescribed by the Chief Executive Officer or the Board of Directors of the Company (the “ Board ”), provided that the nature of the Executive’s powers and duties so prescribed shall not be inconsistent with the Executive’s position and duties hereunder.

(b)   Acceptance . The Executive hereby accepts such employment and agrees to render the Services.

2.    Term . The Executive's employment under this Agreement shall commence January 1, 2007 (the “ Effective Date ”) and continue for a period ending on November 1, 2008 (the “ Initial Term ”), unless sooner terminated pursuant to Section 8 of this Agreement. Notwithstanding anything to the contrary contained herein, the provisions of this Agreement governing protection of the Company’s Confidential and Proprietary Information (as defined in Section 5(a) hereof) shall continue in effect as specified in Section 5 hereof and survive the expiration or termination of this Agreement. This Agreement may be renewed for one or more additional one year periods (each, an “ Additional Term ” and, together with the Initial Term, the “ Term ”) if the Company and the Executive agree in writing on the terms of such renewal not less than 30 days prior to the end of the then current Term. If the Company and the Executive have not agreed on the terms of such renewal prior to such date, this Agreement shall terminate at the end of the then current term (a “ Non-Renewal Event ”).

3.    Best Efforts; Place of Performance.

(a)    During the Term, the Executive shall devote substantially all of his business time, attention and energies to the business and affairs of the Company and shall use his best efforts to advance the best interests of the Company and shall not during the Term be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. Notwithstanding the foregoing, with the prior written consent of the Company, Executive may serve as a member of boards of directors of other organizations not affiliated with the Company; provided, however, that the business or activities of any organization on which Executive proposes to serve as a director shall not compete with, or be likely to compete with, the Company’s Business (as defined in Section 6(a) below) and such service by Executive shall not interfere, or be likely to interfere, with the performance by Executive of the Services to be performed hereunder.

(b)    The duties to be performed by the Executive hereunder shall be performed primarily at the principal office of the Company in South San Francisco, California, subject to reasonable travel requirements on behalf of the Company, or such other place as the Board may reasonably designate. Notwithstanding the foregoing, Executive acknowledges that the Company may be relocated to another location within the San Francisco Bay Area.

4.    Compensation . As full compensation for the performance by the Executive of his duties under this Agreement, the Company shall pay the Executive as follows:

(a)    Base Salary . During the Term, the Company shall pay the Executive an annual base salary (the “ Base Salary ”), which shall initially be equal to $175,000 per year. The Base Salary shall be paid in accordance with the Company’s normal payroll practices. The Base Salary will be reviewed by the Board no less frequently than annually and may be increased (but not decreased).

(b)    Discretionary Bonus . At the sole discretion of the Board, the Executive may receive an additional annual bonus (the “ Discretionary Bonus ”) in an targeted at 30% of his then current Base Salary, based upon his performance on behalf of the Company during the prior year. The Discretionary Bonus shall be payable either as a lump-sum payment or installments as determined by the Board in its sole discretion. In addition, the Board shall annually review the Discretionary Bonus to determine whether an increase in the amount thereof is warranted.

(c)    Withholding . The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the Executive under this Section 4. 

(d)    Expenses . The Company shall reimburse the Executive for all normal, usual and necessary expenses incurred by the Executive in furtherance of the business and affairs of the Company, including reasonable travel and entertainment, upon timely receipt by the Company of appropriate vouchers or other proof of the Executive’s expenditures and otherwise in accordance with any expense reimbursement policy as may from time to time be adopted by the Company.

(e)    Other Benefits . The Executive shall be entitled to all rights and benefits for which he shall be eligible under any benefit or other plans (including, without limitation, dental, medical, medical reimbursement and hospital plans, pension plans, employee stock purchase plans, profit sharing plans, bonus plans and other so-called “fringe” benefits) as the Company shall make available to its senior executives from time to time.

(f)    Vacation . The Executive shall, during the Term, be entitled to vacation of three non-consecutive weeks per annum, in addition to public holidays observed by the Company. The Executive shall not be entitled to carry any vacation forward to the next year of employment.

(g)    Indemnification . The Company will indemnify the Executive to the extent permitted by its charter and by-laws and by applicable law against all costs, charges and expenses, including, without limitation, attorneys’ fees, incurred or sustained by the Executive in connection with any action, suit or proceeding to which the Executive may be made a party by reason of being an officer, director or employee of the Company. In connection with the foregoing, the Executive will be covered under any liability insurance policy that protects other officers of the Company.

5.    Confidential Information and Inventions.

(a)    The Executive recognizes and acknowledges that in the course of his duties he is likely to receive confidential or proprietary information owned by the Company, its affiliates or third parties with whom the Company or any such affiliates has an obligation of confidentiality. Accordingly, during and after the Term, the Executive agrees to keep confidential and not disclose or make accessible to any other Person (as defined in Section 6(a) below) or use for any purpose other than in connection with the fulfillment of his duties under this Agreement, any Confidential and Proprietary Information (as defined below) owned by or received by the Company or any of its affiliates. “ Confidential and Proprietary Information ” shall include, but shall not be limited to, confidential or proprietary scientific or technical information, data, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to development programs, costs, revenues, marketing, investments, sales activities, promotions, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company or of any affiliate or client of the Company. The Executive expressly acknowledges the trade secret status of the Confidential and Proprietary Information and that the Confidential and Proprietary Information constitutes a protectable business interest of the Company. The Executive agrees (i) not to use any such Confidential and Proprietary Information for himself or others and (ii) not to take any Company material or reproductions (including but not limited to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof from the Company’s offices at any time during his employment by the Company, except as required in the execution of the Executive’s duties to the Company. The Executive agrees to return immediately all Company material and reproductions (including but not limited, to writings, correspondence, notes, drafts, records, invoices, technical and business policies, computer programs or disks) thereof in his possession to the Company upon request and in any event immediately upon termination of employment.

(b)    Except with prior written authorization by the Company, the Executive agrees not to disclose or publish any of the Confidential and Proprietary Information, or any confidential, scientific, technical or business information of any other party to whom the Company or any of its affiliates owes an obligation of confidence, at any time during or after his employment with the Company.

(c)    The Executive agrees that all inventions, discoveries, improvements and patentable or copyrightable works (“ Inventions ”) initiated, conceived or made by him, either alone or in conjunction with others, during the Term shall be the sole property of the Company to the maximum extent permitted by applicable law and, to the extent permitted by law, shall be “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101). The Company shall be the sole owner of all patents, copyrights, trade secret rights, and other intellectual property or other rights in connection therewith. The Executive hereby assigns to the Company all right, title and interest he may have or acquire in all such Inventions; provided, however, that the Chief Executive Officer may in his or her sole discretion agree to waive the Company’s rights pursuant to this Section 5(c) with respect to any Invention that is not directly or indirectly related to the Business (as defined in Section 6(a) below). The Executive further agrees to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights on such Inventions in any and all countries, and to that end the Executive will execute all documents necessary:

(i)    To apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and

(ii)    To defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.

(d)    The Executive acknowledges that while performing the services under this Agreement the Executive may locate, identify and/or evaluate patented or patentable inventions having commercial potential in the fields of pharmacy, pharmaceutical, biotechnology, healthcare, technology and other fields which may be of potential interest to the Company or one of its affiliates (the “ Third Party Inventions ”). The Executive understands, acknowledges and agrees that all rights to, interests in or opportunities regarding all Third-Party Inventions identified by the Company, any of its affiliates or the officers, directors, employees (including the Executive), agents or consultants of either of the foregoing during the Employment Term shall be and remain the sole and exclusive property of the Company or such affiliate and the Executive shall have no rights whatsoever to such Third-Party Inventions and will not pursue for himself or for others any transaction relating to the Third-Party Inventions which is not on behalf of the Company.

(e)    Executive agrees that he will promptly disclose to the Company, or to any designee of the Company, all improvements, Inventions made or conceived or reduced to practice or learned by Executive, either alone or jointly with others, during the Term.

(f)    The provisions of this Section 5 shall survive any termination of this Agreement.

6.    Non-Competition, Non-Solicitation and Non-Disparagement.

(a)    The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Executive agrees that, during the Term and for a period of 12 months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“ Person ”), enter into or engage in any business which is engaged in any activities directly or indirectly competitive with the Company in the Business (as defined below) (each, a “ Restricted Activity ”) within the geographic area of the Company’s Business, which is deemed by the parties hereto to be worldwide. The Executive acknowledges that, due to the unique nature of the Business, the loss of any of the Company’s clients or business flow or the improper use of its Confidential and Proprietary Information may create significant instabil