ESCROW AGREEMENTEscrow Agreement • January 26th, 2005 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
PLACEMENT AGENCY AGREEMENT --------------------------Purchase Agreement • January 26th, 2005 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
FULBRIGHT & JAWORSKI L.L.P. A Registered Limited Liability Partnership 666 Fifth Avenue, 31st Floor New York, New York 10103-3198 www.fulbright.comVion Pharmaceuticals Inc • January 26th, 2005 • Biological products, (no disgnostic substances)
Reference is made to the Placement Agency Agreement, dated January 25, 2005 (the "Agency Agreement"), by and among the Company and CIBC World Markets Corp. and Leerink Swann & Company, as placement agents, and the form of purchase agreements (the "Purchase Agreement") with each investor in connection with the offering. We have acted as counsel to the Company in connection with the purchase by certain investors (the "Investors") of an aggregate of 10,000,000 shares (the "Shares") of the Company's common stock, $.01 par value per share (the "Common Stock"). A prospectus supplement, dated January 26, 2005, has been filed under Rule 424(b)(5) of the Securities Act of 1933, as amended (the "Act"), with respect to the sale of the Shares, to the prospectus dated January 10, 2004 which was part of a Registration Statement on Form S-3 (Registration No. 333-121251), as amended, which became effective under the Act on January 10, 2005.
