THIS AGREEMENT (the "AGREEMENT"), dated as of October 21, 2004, by and between HANA
BIOSCIENCES, INC., a Delaware corporation with principal Employee offices at 400 Oyster Point Boulevard,
Suite 215, South San Francisco, CA 94080 (the "COMPANY"), and GREGORY I. BERK, residing at 1999
Broadway, San Francisco, CA 94109 (the "EMPLOYEE").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Employee as Vice President, Chief Medical Officer of the
Company, and the Employee desires to serve the Company in that capacity, upon the terms hereof and subject to
the conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties
hereby agree as follows:
(a) Services. The Employee will be employed by the Company as its Vice President and Chief Medical Officer.
The Employee will report to the Chief Executive Officer and shall perform such duties as are consistent with the
position of Chief Financial Officer for a company of similar size and stage of development (the "SERVICES").
The Employee agrees to perform such duties faithfully, to devote all of his working time, attention and energies to
the business of the Company (except as described below and except for customary vacation periods and
reasonable periods of illness or other incapacity), and, while he remains employed, except as set forth in Section
3 hereof, not to engage in any other business activity that is in conflict with his duties and obligations to the
(b) Acceptance. Employee hereby accepts such employment and agrees to render the Services.
2. Term. Employee's employment under this Agreement shall commence as of November 1, 2004 (the
"EFFECTIVE DATE") and shall continue for a term of three (3) years, unless sooner terminated pursuant to
Section 8 of this Agreement (the "TERM"). Notwithstanding anything to the contrary contained herein, the
provisions of this Agreement governing protec