0000950136-06-000122 Sample Contracts

Contract
Vion Pharmaceuticals Inc • January 9th, 2006 • Biological products, (no disgnostic substances)

AMENDMENT NO. 2, dated as of January 3, 2006, 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 (collectively, the ‘‘2003 Agreement’’).

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VION PHARMACEUTICALS, INC. 2005 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Plan Restricted Stock Agreement • January 9th, 2006 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware

AGREEMENT, made as of the day of , 20 , by and between Vion Pharmaceuticals, Inc., a Delaware corporation (the ‘‘Company’’), and (the ‘‘Participant’’).

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