0000950123-08-014594 Sample Contracts

FORM OF RETENTION PLAN AGREEMENT
Retention Plan Agreement • November 6th, 2008 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances)

Thank you for your dedicated service and commitment to Vion Pharmaceuticals, Inc. (the “Company”). As you are aware the next six to twelve months are critical to the Company, as we continue to finalize our approval strategy for Cloretazine®. In order to encourage your continued dedication and focus during this time, we have made certain enhancements to your 2008 bonus opportunity and your 2009 severance protections, as summarized below.

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