EXHIBIT 10.33 VION PHARMACEUTICALS, INC. AMENDED AND
RESTATED 1993 STOCK OPTION PLAN, AS AMENDED
1. PURPOSE. The purpose of this plan (the "Plan") is to secure for Vion Pharmaceuticals, Inc. (the
"Corporation") and its stockholders the benefits arising from capital stock ownership by employees, officers and
directors of, and consultants or advisors to, the Corporation and its subsidiary corporations who are expected to
contribute to the Corporation's future growth and success. Except where the context otherwise requires, the term
"Corporation" shall include all present and future subsidiaries of the Corporation as defined in Sections 424(e)
and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code").
Those provisions of the Plan which make express reference to Section 422 shall apply only to Incentive Stock
Options (as that term is defined in the Plan).
2. TYPE OF OPTIONS AND ADMINISTRATION.
(a) Types of Options. Options granted pursuant to the Plan shall be authorized by action of the Board of
Directors of the Corporation (or a Committee designated by the Board of Directors) and may be either incentive
stock options ("Incentive Stock Options") meeting the requirements of Section 422 of the Code or non-statutory
options which are not intended to meet the requirements of Section 422 of the Code.
(b) Administration. The Plan will be administered by the Board of Directors of the Corporation, whose
construction and interpretation of the terms and provisions of the Plan shall be final and conclusive. The Board of
Directors may in its sole discretion grant options to purchase shares of the Corporation's Common Stock, $.01
par value per share ("Common Stock") and issue shares upon exercise of such options as provided in the Plan.
The Board shall have authority, subject to the express provisions of the Plan, to construe the respective option
agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine