Confidential treatment has been requested for portions of this exhibit.
The confidential portions are designated by brackets [ ].
CLINICAL DEVELOPMENT AGREEMENT
VION PHARMACEUTICALS INC.("The Sponsor")
FOUR SCIENCE PARK
Covance Clinical Research Unit Ltd ("Covance") Phase II, Springfield House Hyde Street Leeds
Covance Inc D/B/A Covance Clinical and Periapproval Services ("Covance") 210 Carnegie Center Princeton
New Jersey 08540
The Sponsor is a pharmaceutical manufacturer which is currently considering the evaluation of the safety and
efficacy of a medicinal product known as Porfiromycin (the "Drug").
Covance is a Contract Research Organisation ("CRO") primarily engaged in the business of managing and
reporting of clinical trials of medical and related products.
It is the intention of the Sponsor to contract to Covance the preparation of clinical trial reports arising from clinical
trials performed by Covance for the inclusion in a regulatory submission dossier.
1. STUDIES (Programme)
The Sponsor hereby requests from Covance and Covance agrees to perform the responsibilities specified in (a)
Section 2 of this agreement, (b) the Time and Cost Estimate, as may be amended or modified from time to time
(the "TCE") and attached hereto as Exhibit A and (c) the Protocol as may hereinafter be provided and amended
from time to time (hereinafter, (a)-(c) collectively known as the "Studies") and Covance agrees to furnish to the
Sponsor the final product resulting from the Studies.
With the Sponsor's prior written consent, Covance shall be authorized to subcontract parts of the Studies to
other companies affiliated with it. Covance shall not be authorized to conduct any Studies concerning the Drug
beyond those specifically agreed to hereunder unless there is a written approved modification to this agreement
from the Sponsor.
2. OBLIGATIONS OF COVANCE