8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 7, 2010

VION PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-26534	13-3671221
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

4 Science Park, New Haven, CT	06511
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 498-4210

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

As previously disclosed, on December 17, 2009, Vion Pharmaceuticals, Inc. (the “Registrant”) filed a voluntary petition for relief under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) Case No. 09-14429 (CSS).

On January 7, 2009, the Registrant filed its unaudited initial monthly operating report (the “Monthly Operating Report”) with the Bankruptcy Court. A copy of the Monthly Operating Report is contained in the attached Exhibit 99.1 and is incorporated herein by reference.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.

Cautionary Statement Regarding Financial and Operating Data

The Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Registrant. The Monthly Operating Report has been prepared solely for the purpose of complying with the monthly reporting requirements of, and is in a format acceptable to, the Bankruptcy Court. The Monthly Operating Report is limited in scope and only covers a limited time period.

The Monthly Operating Report was not audited or reviewed by independent accountants and was not prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). There can be no assurance that, from the perspective of an investor or a potential investor in the Registrant’s securities, the Monthly Operating Report is complete. The Monthly Operating Report may be subject to future adjustment and reconciliation. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Registrant’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Registrant’s financial condition or operating results for the period that would be reflected in the Registrant’s financial statements or in its reports pursuant to the Exchange Act. The information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

The Monthly Operating Report and additional information about the Debtors’ filings under the Bankruptcy Code, including access to court documents and other general information about the Chapter 11 Case, are available online at the Registrant’s claims administration website located at http://www.delclaims.com/caseinfo/C09-14429.html.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and its exhibit contain forward-looking statements that are subject to certain risks and uncertainties that could cause the Registrant’s plans or actual results to differ materially from those projected, including the Registrant being unsuccessful in selling its assets or engaging in another transaction in bankruptcy, the FDA failing to approve a Special Protocol Assessment for a Phase III randomized trial for Onrigin™ , the Registrant not obtaining court approval of its motions in the Chapter 11 proceeding pursued by it from time to time, the Registrant’s ability to develop, pursue, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 case, the Registrant’s ability to retain and compensate key executives and other key employees, the Registrant’s ability to maintain relationships with its licensor and vendors, the Registrant’s potential inability to obtain regulatory approval for its products, particularly Onrigin™, delays in the regulatory approval process, particularly for Onrigin™, delays or unfavorable results of drug trials, the need for additional research and testing, including the need for a randomized trial of Onrigin™ prior to regulatory approval, the inability to manufacture product, the potential inability to secure external sources of funding to continue operations, the inability to access capital and funding on favorable terms, continued operating losses and the inability to continue operations

as a result, and a variety of other risks set forth from time to time in the Registrant’s filings with the Securities and Exchange Commission, including but not limited to the risks attendant to the forward-looking statements included under Item 1A, “Risk Factors” in the Registrant’s Form 10-K for the year ended December 31, 2008 and the Registrant’s Form 10-Q for the quarter ended September 30, 2009. The cautionary statements provided above are being made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995 (the “ Act ”) and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act for any such forward-looking statements. Except in special circumstances in which a duty to update arises under law when prior disclosure becomes materially misleading in light of subsequent events, the Registrant does not intend to update any of these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number	Description
99.1	Vion Pharmaceuticals, Inc. Initial Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VION PHARMACEUTICALS, INC.
Date: January 7, 2010	By:	/s/ Howard B. Johnson
		Name:	Howard B. Johnson
		Title:	President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
	99.1	Vion Pharmaceuticals, Inc. Initial Monthly Operating Report filed with the United States Bankruptcy Court for the District of Delaware

EX-99.1

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re: Vion Pharmaceuticals, Inc.	:	Chapter 11
	:	Case No. 09-14429(CSS)
Debtor.	:

INITIAL MONTHLY OPERATING REPORT

File report and attachments with Court and submit copy to United States Trustee within 15 days after order for relief.

Certificates of insurance must name United States Trustee as a party to be notified in the event of policy cancellation Bank accounts and checks must bear the name of the debtor, the case number, and the designation “Debtor in Possession.” Examples of acceptable evidence of Debtor in Possession Bank accounts include voided checks, copy of bank deposit agreement/certificate of authority, signature card, and/or corporate checking resolution.

	Document	Explanation
REQUIRED DOCUMENTS	Attached	Attached
12-Month Cash Flow Projection (Form IR-1)	YES	NO
Certificates of Insurance:
Workers Compensation	YES	NO
Property	YES	NO
General Liability	YES	NO
Automobile Liability	YES	NO
Umbrella Liability	YES	NO
Product Liability	YES	NO
Product Liability SERP	YES	NO
D&O	YES	NO
D&O Side A	YES	NO
Employment Practices Liability	YES	NO
Fiduciary Liability	YES	NO
Clinical Trial Liability CLI037 France	YES	NO
Clinical Trial Liability CLI043 France	YES	NO
Clinical Trial Liability CLI043 Germany	YES	NO
Other:
Evidence of Debtor in Possession Bank Accounts
Tax Escrow Account	YES	NO
General Operating Account	YES	NO
Other:	YES	NO
Retainers Paid (Form IR-2)	YES	NO

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief.

/s/ Karen Schmedlin Signature of Authorized Individual*	December 28, 2009 Date
Karen Schmedlin Printed Name of Authorized Individual	VP Finance, Chief Accounting Officer and Secretary Title of Authorized Individual

* Authorized Individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company

12-Month Cash Flow Projection (Form IR-1)¹

¹ The data is not presently available to support an accurate 12-month cash flow projection. The Debtor is therefore providing a 13-week budget.

Vion Pharmaceuticals, Inc.	Case No.: 09-14429(CSS)
Cash Flow Projections for the 13 Week Period: 12/17/2009 through 3/19/2010

	Actual		Actual		Actual			Forecast			Forecast			Forecast		Forecast			Forecast			Forecast			Forecast			Forecast			Forecast			Forecast			Forecast			Forecast
	Stub 12/17-18		W/E 12/25		W/E 1/1			W/E 1/8			W/E 1/15			W/E 1/22		W/E 1/29			W/E 2/5			W/E 2/12			W/E 2/19			W/E 2/26			W/E 3/5			W/E 3/12			W/E 3/19			13 Week Total
Cash, Beginning Balance		14,365,000		14,365,000		14,365,000			14,239,942			14,093,365			13,948,629		13,977,800			13,345,623			13,297,657			13,056,415			13,028,380			12,223,863			12,092,252			11,993,399			14,365,000
Receipts:
Technology License Revenues																	1,000																								1,000
Investment Interest Income									200											200												150									550
Insurance Refunds															57,706																										57,706
Sales of Assets																																									—
Other																																									—
Total Receipts		—		—		—			200			—			57,706		1,000			200			—			—			—			150			—			—			59,256
Disbursements:
Payroll, Taxes and Benefits		0		0		124,758			52,177			134,276			325		158,588			325			130,781			325			238,203			325			92,603			325			933,012
Outside Tests, Services and Lab Supplies		0		0		0			430			1,210			210		5,210			430			210			210			5,210			0			0			0			13,120
Clinical Trials		0		0		0			0			0			0		0			4,500			0			0			0			9,000			0			0			13,500
Drug Storage and Handling		0		0		0			0			0			0		5,250			0			0			0			5,250			0			0			0			10,500
Professional Fees — Debtor(2)		0		0		0			6,850			500			20,000		303,004			4,000			4,500			20,000			333,204			6,525			500			40,000			739,083
Professional Fees — Creditors Committee(2)		0		0		0			0			0			0		120,000			0			0			0			120,000			0			0			0			240,000
US Trustee Fees		0		0		0			0			0			0		975			0			0			0			0			0			0			0			975
Facilities and Related		0		0		300			41,911			750			0		31,650			33,911			750			0			31,650			33,911			750			0			175,583
Sales, Use and Other Taxes and Licenses		0		0		0			37,409			500			0		0			0			0			0			10,000			0			0			0			47,909
Business Insurance		0		0		0			0			0			0		2,500			0			0			0			2,000			27,000			0			0			31,500
Business Travel		0		0		0			3,000			2,500			3,000		1,000			0			0			2,500			4,000			0			0			2,500			18,500
Other		0		0		0			5,000			5,000			5,000		5,000			5,000			5,000			5,000			5,000			5,000			5,000			5,000			55,000
Shutdown/Disposal Costs-Lab, Drug, Facility		0		0		0			0			0			0		0			0			100,000			0			50,000			50,000			0			50,000			250,000
Total Disbursements		—		—		125,058			146,777			144,736			28,535		633,177			48,166			241,241			28,035			804,517			131,761			98,853			97,825			2,528,682
Net Cash Flow		—		—		(125,058	)		(146,577	)		(144,736	)		29,171		(632,177	)		(47,966	)		(241,241	)		(28,035	)		(804,517	)		(131,611	)		(98,853	)		(97,825	)		(2,469,426	)
Cash, Ending Balance(1)		14,365,000		14,365,000		14,239,942			14,093,365			13,948,629			13,977,800		13,345,623			13,297,657			13,056,415			13,028,380			12,223,863			12,092,252			11,993,399			11,895,574			11,895,574
(1)      Ending Cash Balance — excludes certain discretionary vendor payments which, in the event that certain assets(s) are sold, would be necessary to complete study/test reports and return all study/test/process documentation to Vion/buyer.
	Actual		Actual		Actual			Forecast			Forecast			Forecast		Forecast			Forecast			Forecast			Forecast			Forecast			Forecast			Forecast			Forecast
	Stub 12/17-18		W/E 12/25		W/E 1/1			W/E 1/8			W/E 1/15			W/E 1/22		W/E 1/29			W/E 2/5			W/E 2/12			W/E 2/19			W/E 2/26			W/E 3/5			W/E 3/12			W/E 3/19
Ending Cash, assuming asset(s) not sold		14,365,000		14,365,000		14,239,942			14,093,365			13,948,629			13,977,800		13,345,623			13,297,657			13,056,415			13,028,380			12,223,863			12,092,252			11,993,399			11,895,574
Discretionary vendor cumulative payments		—		—		—			—			—			—		—			—			—			—			—			398,804			407,804			407,804
Ending Cash, assuming asset(s) sold		14,365,000		14,365,000		14,239,942			14,093,365			13,948,629			13,977,800		13,345,623			13,297,657			13,056,415			13,028,380			12,223,863			11,693,448			11,585,595			11,487,770
(2)       Payments to Retained Professionals during the post-petition period reflect a 20% holdback which is assumed paid the week ending 5/1/10.

Certificates of Insurance

PRODUCER ACORD CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Aon Risk services Northeast Inc. comfers no rights upon the certificate holder.this certificatb Stamford cr office DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 1600 Summer Street POLICIES below. Stamford cr 06907-4907 usa COMPANIES AFFORDING COVERAGE Phone.(866) 283-7122 Fax- (847). 953-5390 company A Federal Insunce company INSURED COMPANY fc vion Pharmaceuticals » j| Four science park rnunANv “ b New Haven CT 06511 USA company J ^ £ COMPANY ~~~~~~’™” ~ j| [ P _h___^___1 INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION Or ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE iNSURANCE AFFORDED BY TO POLICIES DESCRIBED HEREIN IS SUBJECT TO AIL THE TERMS. EXCLUSIONS AND CONDiTiONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO Tyre OF INSURANCE POUCV NUMBER POLICY EFFECTIVE ‘OUCY EXPIRATTO COVERED PROPERTY LIMITS WH DATE(MWDDnfY) DATE (MIWNWYY) ___. _x | pnor,;^~~ 35797180 “ 12/15/69 ^: ‘12/15/10 _| building~~ CAUSES Of LOSS PERSONAL !RQPDRTY ~1 basic BUSINESS INCOME ^BAilc ___irfoB»»» r»pt«M ___™~___BROAD EXTRA EXPENSE ~ SPECIAL BlANKCTBWLDWa g reAWHQUAKB T_nt»mm*m» ”,“00.000 | “flood ___»wMKBrBioo*pp R “~ x Deductible ss.ooo 3 ~ ^ X^ BI & EE tZ,025,000 “ INWNO MARINE TYHIi OF POLICY ~"^X’ ‘ .. v J3 CAUSBSOFtOSS ~~ g |NAMEt>PClULS “~” ___jg g oTnert _^_«___g ™___-.. i... ___«^,___.._™-~___. ___,,___ss= . ___^ • S CRIME fi TYPE OH POLICY 0 I BOILER S MACIfIWRY ___J OTHER “ “ ~ ⁽ “~ LOCATION OF PREMISES V DESCRIPTION OF PROPERTY E53 •»§”{ Locations: 1- 2S5 Long Beach Blvd., Stratford, CT 06615. 2. 1 science park, New Haven, cr 06511. 3, 5 science S| park, New Haven, CT 06511, 4, 645 science Drive, Madison, wi 53711. 5. 2661 Audubon Rd, Audibon, pa 19403, 6, e»-i 9 charlestown Road, Eagoe industrial Estate, ire. 7. 1100 Kennedy Road, Windsor, ct 06095- 53! SPECIAL CONDITIONS /OTHER COVERAGES ~~~~~~ “⁼‘⁼""'~ . “~’""⁼ ~* **” ‘ ^g Upon receiving any notice of cancellation regarding the listed policies, notify Certificate Holder, ^^ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 3SE United States Dept of Justice bxpiration pate rHEiteop tub issuing company will endeavorto mail ^^ officer of the United States trustee joOAYSwwnEN notice to the CEtmncATE holder namspto the leh-. ^^ C/O JOSepllJ. MCMahOn, Jr., ESIJUire DUTFAItWETOMAlLSUCHNOTICESIIALUMIWENOOaUOATIONORLIAOIUTY ^* 3. Caleb Boggs Federal Building of any kind upon the company, its aoentsor representatives, 2S5 ^^yrfau"⁰⁷-""^³⁵ |^s===^^ &m*si^jK«L*jL&

Attachment to ACORD Certificate for vi on Pharnraceutl cal s The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurers). This attachment doss not contain all terms, conditions, coverages or exclusions contained in the policy INSURED I ‘-’•••-••-’—•••-••••• •-•••••• ___Vion Pharmaceuticals ^COMPAMES APFDBD1NOCOVERAGE Four science park company New Haven CT 06511 USA COMPANY COMPANY “ “ ™~ _™»»«^___‘COMPANY ~"~— ~ ^j “ — If a policy below docs not include limit information, refer to the corresponding policy on the ACORD ADDITIONAL POLICIES certificate form for policy limits- £° TypeortHimntt Policy Number ^po^^IE gj Limiu ~~~ PROPERTY “ “ ~ -~- ~ ~~ ~ — - ’ -p -• ~ a 357971BO 12/1S/09 12/15/10 Earthquake — Dec $1,000,000 Earthquake — ftgg 51,000,000 earthquake — oed S25.000 Flood — occ (1,000,000 Flood — Agg $1,000,000 Flood — Ded $50,000 LOCATION OP PI!EMJSES\ DESCRIPTION OF PROPERTY

^£§&* CERTIFICATE OF LIABILITY INSURANCE | ™™^$S9⁾~~~\ PRODUCER . -_ervice •jorth-aZt _lnc "~ ~~™~™ ITHJS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY Stamford CT Office AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 1600 Summer Street CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE Stamford CT 06907-4907 USA COVERAGE AFFORDED BY THE POLICIES BELOW, ..oKE.case) aa-na «-(84n 953-5390 “™^{sAFFORBING COVERAGE} I ^NA1C’ uajunEo IN5WERA; Federal insurance Company 20281 ^ vion Pharmaceuticals insurers: £ Four Science Park — •• . • * New Haven CT 065U USA insurer a ‘ 8 ‘         .. •- 2 jjjjjUMKOi £ ^^^^^^^^^^^^^^^^^^_^.^^^^^^_^^^^___^_^___INSURER!: ...,._,,,,, “* COVERAGES ^W THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING “I ANY REQUIREMENT, TERM OR CONDITION OP ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY ACOREaktE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ‘ _{UMITS SHO}WN ARE AS REQUESTED Tin insr’d type of insurance roucY number folicy effective policy expiration limits         ,^_^_-___PATEIMM/DP/YYYY! PATE(MM/nP>YYVY) .,,,,,.,,,-.- _• ,,,-.,..,.-,,, A SMERAHJAB1UTY “ ^357971BO 12/15/2009 12/15/2010 EACH OCCURRENCE “ r ~ nToOO.’oOO P* COMMERCIAL OENBItAlUABIUrV DAMAOBTO RENTED 11,000,000 | I fn PgMBEStl&OKmTCiim) ___CI-A1M5MAOE |X | OCCUR ^KD’feXFJAnyoiicpcnop) ‘Jxo,000 L. _^___PBISONAL&ADV INJURY $1,000,000 § “• “• - ___™ CO I I ,__m.___™___GENERAL AGGREGATE 12,000,000 ^ awtMataMTEUMTAmnniL products .comp/opaog i^W 3 s^rauCT a %& a ^ g _ MifdMOJitJiiMXmlJTY 735-5-77-01 “12/15/2009 “12/15/2010” COMBINED51X01^1!^ ~ "*"~ o I ] ANYAUTO (ftucclfcni) 51,000,000 ~Z. r” AU-OWNED AUTOS BODILY INJURY ™~ ’’ I r~ SCHEDULEDAUTCB (Perperson) g |T H!WD AUTOS BODILY !WURY ~~~~ ~~ “ ~ 3 pT NON OWNED AUTOS .f^F"'"^ld°"⁾ ™___| PROPERTY DAMAOG u_* ** -’ ^.«-™. (p« KClttom) CARACE 14ABII.ITV AUTO ONLY. Eft ACCIDENT B ^ANTftUTO OTHER THAN BAACC _; MTOOHLY. ~^- — A EXCm/UMDRElWtlAI)!l,rrY 79816672 12/15/2009 12/15/2010 BACH OCCURRENCE fSTOOO.OOO 3 ^occtw r~| CLAIMS MADIs AGOREOATB 55,000,000 ^DEDUCTIBLE ‘ ~ (RETENTION ‘ ,,»___-___-___. ,,,, ___I .,,,,..,___..,,._,,,..,.. , . ^A WomCSWCOM^AT.ONANB 7^3^ ^ H/15/2009 WiW/UlU _X JWC| STATU. | jOTHr •WUWWMMlUfV pj ^SSilT ^M 5506^00 = ANYPROi-IUBTOR/PARTNiiR/EXECUnVE LJ ‘ ‘ “•"• ffig OWCEIUMBMBEREXCLUDED? EL D1SEASE-EA 6MPI.OY1;E 1500,000 gS rrdr»rj«_SpEc_lALrRo_TOIoNs^ ..^.^^^1^1 i_M0.oo₀g . ^_ — •.••_•.-.- ~ . _i~^f OTHER M DESCRIPTION OPOPERATIONWLOCATIONSA’EHICLES/EXCI.USIONS ADDED PY ENDORSEMENT/SPECIAL PROVISIONS ~ §jf Upon receiving any notice of cancellation regarding the li$ted policies, notify certificate Holder- - See Attached #w Addendum iffl CERTIFICATOHCMIDER “ ~~ "^___C^CKLLATn^^ ''^^~"~~~ ___../“Il^’l’l ^ ___ ~"^ United States Dept Of JUStiCe SHOUtDANYOFTHBABOVBDESCRlBEDPOLiaESBECANCELLBOBEFORBTHEEXWaATION “gj officer of the united States Trustee date thereof, the issuing insurer will endeavorto mail gS r/O to^PDh 1 MCMahon 3F ESOUire U DAYSWRITTENHOTtCaTOTMECeilTIFICATEHOLDEIlNAMEDTOTHEL.BT. 3TJ c/o josepn j, Mcwanon, jr., tsquire out failure to oo so skau, impose no oblioation or uability S5 3. Caleb Boggs Federal Building or any icmo upon toe wsunBR.rrSAOEOTS on representatives l-ffi 841 King Street, suite 2207, Lockbox 35 ,         . KJ Wilmington de 1980X USA | authoiu^drepresentative j^ m*?>5£^,sf£>&*t^ g ACORO 2S (ZOOJ/01) ^©19S8-2009 ACORD CORPORATION. All rlglns roservcdS The ACORD name and logo arc registered marks of ACORD *••

I ADDENDUM TO CERTIFICATE OF INSURANCE Insurer’s Name: Vion Pharmaceuticals Four Science Park New Haven, CT 06511 -USA Certificate Holder’s; United States Dept of Justice Office of the United States Trustee c/o Joseph .1. McMahon, Jr., Esquire J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DEI 9801 Insurer Type Policy Eff/Exp Limits Federal Ins Co. Prod Liab ,35797200 12/15/09-10 10,000,000 Prod/Comp Agg 10,000,000 Prod/Comp Occ Federal Ins Co SERP ** 35797200 12/15/09-Un)imited IL National Ins Co- D&O * 012436449 JO/15/09-15 10,000,000 Limit 500,000 Retention XL fns Specialty D&O Side A * ELU11506709 12/14/09-10/15/15 5,000,000 Aggregate IL National Ins Co, Empl Pratice Liab* 012483784 10/15/09-15 5,000,000 Aggregate 25,000 Retention IL Nationallns Co. Fiduciary Liab * 01Z484029 10/15/09-15 5,000,000Aggregate 10,000 Retention Vigilant Ins Co. Woridnet Policy 35783462 10/15/09-10 General Liab 1,000,000 Adv Inj 1,000,000 Occ 1,000,000 Prem 1,000,000 Agg 10,000 Medical Auto Liab 1,000,000 Hired Non-Owned Foreign WC 500,000 Bl Accident 500,000 Bl D Limit 500,000 Bl D Bach * Run — Off Coverage Purchased ** Supplemental Extended Reporting Period

PRODUCER “ THIS raRTiiplCAfi IS ISSUED AS A MATTER OP INFORMATION ONLY AND CONFERS NO RIGHTS r ™s,r 0(CmM snpi-e s~js«^-5 1600 Summer Street AITER THg COVERftCE Ai=FORDED BV THE POUCIES BELOW. Stamford, CT 06907USA INSURERS APPOR0IHC COVERAGE (203)326-7555 Fax; (203)326-7510 INSURER A Gerling insured ~ • ~~ ~ ~ •• •insurer b~” ~~~~ ~~~ Vlon Pharmaceuticals ,,___         . Four Science Park ******** INSURER D New Haven, CT 06511 USA . . ,_.___INSURER IB “THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ASOVE FOR THE POLICY PERIOD INDICTED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OK OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS « j TVPBOFlNGUHnHCB “~~ ~| POUCY HUMBBRI POUCVEFFECT!WB I POUCY DXPIREAT10N I ~~ UMIT lit \ |; OfttE IHWPO/VY) nt»B IMH/PO<YYI A GENEHHl LIAnltirV , COMMERCIfll CDHCRfll UABIltTY OBtEKALASOHESATE ___“~n rn ••..•! I dAIMSMADE | | OCCUR fROPUCtS-COMIVOI’ AGO OWNER’S i CONTRACTOR’S PROT PEREOHAUtAlW INJURY EACH.pccuimBKai ~™** TOOPBITYIJAMMJE M8J,|!Jjjij)iENDe ~ ^ | m n ___{rtlfypnopciain> ___AUTOMOBIHIUAJMUTV AKYAUTO COMBIHECI6INSI.E1.IMIT ~~ BDOK.Y INJURY ni.i.owciic autos iPERfensom BODILY INJURY ~~ * ~~~ ‘ ‘ KWIXHED AUTOS 1FERACCIPEHT] ___ misowmf property pawse NON-OWNED AUTOS ___^_^_»___CARACH immuTY AUTOONUYEAACCIPEMT AWYAUTO OTHER THAU AUTO ONLY J..’Ji;ii!-.”‘.’j: . ‘ .• ‘V EACH ACCIDENT r : ___.,,.___, , , AOCBEgATg CXceSS MBOIlltY’ EACHOCCURBgHCB B UMOI’,EU-A FORM AOOHEOATe OTHER THAN UM8REIU FORM • WOBKBHS CO MI»B«SATIOH UNO I u_., ,         .”~TH :’;••”.•’\-’( ‘:;:’::’•” “• ‘-.: UfcOlOVKH’S UA0IUW ) V^smumyLtnt g. ,,|: ..^,,:.,...... ;... eieACHAcctpENr IKS PHOPWETOW PMTNWG/BXECUTIVB B. BCEASE.POUCY UMIT OFFICERS Att£ j I INOL “ ~~~ ~ E».DI»«liEA6H«PlQYKE ___™___EXCt “~~ . ___“A” Clinical Trial Liability CLI037 France 168090124 09/01/64 “ 09/30/10 ~ ‘ Clinical Trial Liability CLI043 France 16.B0910Z5 06/01/06 06/01/10 Clinical Trial Liability CU 043 Germany 70-005904253-2 08/01/06 06/30/10 DESCRIPTION OF QPERATIONSaOCATIONB/VEHICies/EXCLUSlONS ADDBO BV ENDORSEMENT/SPECIAL PROVISIONS ~™ ~~~~ ~ Upon receiving gny notice of cance|lailon regarding the Usteti^ pplicles, notify Gertincate Holder. {___r United states Dep! of Justice ~ i sHOLiLD any of the above described policies be canceled office of the United States Trustee before the expiration date thereof, the issuing company will r/o JniHOh J McMahon Jr Esaulre ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE MrZh Bnnn, ^riB«?B»!lrfh,T HOLDER NAMED T0 THE LEFT- BUT FAiLUR6 TO MftlL SUCH NOTICE o^f o,” . o •? l^ i 11, «b SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 844 King Street, Suite 2207, Lochbox 36 company. its agents or representatives Wilmington, DE 19801 USA AUTHORIZED REPRESENTATIVE Afartin Weidmmat, Aon Risk Services of Connecticut, Inc.

Evidence of Debtor in Possession Bank Accounts

ORIGINAL IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE « _ww.» «,,____ww—»—~—w-»—*—•••••-•-— •• -""*•» ** ™ ta-n^X In re: Chapter 11 V1ON PHARMACEUTICALS, INC., Case No. 09-14429 (CSS) Debtor.^{1 Rc:} Docket No, 5 ORDER (I) APPROVING CONTINUED USE OF CASH MANAGEMENT SYSTEM, <H) AUTHORIZING USE OF PREPETITION BANK ACCOUNTS AND EXISTING CHECKS AND (HI) GRANTING INTERIM RELIEF FROM THE REQUIREMENTS CONTAINED IN BANKRUPTCY CODE S 3450>) Upon consideration of the motion (the “Motion”)² of the debtor and debtor-in-possession (the “Debtor”) in the above-captioned case for the entry of an order (i) authorizing and approving the Debtor’s continued use of its existing Cash Management System and protections for the relevant cash management banks, (ii) authorizing and approving the Debtor to continue using pre-petition bank accounts and existing checks, and (iii) granting interim relief from the requirements contained in Bankruptcy Code § 345(b); and upon consideration of the Motion and all pleadings related thereto; and the Court finding that (a) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C, §§ 157 and 1334, (b) this is a core proceeding pursuant to 28 U.S-C. § I57(b)(2), and (c) proper and adequate notice of the Motion and the hearing thereon has been given under the circumstances and that no other or further notice is ¹ The Debtor in this case, along with the fast four digits of the federal tax identification number for Ihe Debtor, is Vion Pharmaceuticals, Inc. (1221), The Debtor’s corporate offices are located at 4 Science Park, New Haven, Connecticut 06511. ² Capitalized terms not defined herein shall have the meanings ascribed to them in the Motion

necessary; and the Court finding that the relief requested in the Motion is in the best interests of the Debtor, its estate and creditors; and after due deliberation and good and sufficient cause appearing therefore, it is hereby: ORDERED, that the Motion is granted as provided herein; and it is further ORDERED, that this Order shall be final in all respects except as to relief granted relating to 11 U.S.C. § 345(b), which shall be interim in nature, effective for a period from the Petition Date through and including the date that is seventy-five (75) days after the Petition Date (the “Interim Period”); and it is further ORDERED, that subject to the provisions of this Order, the Debtor is authorized, in the reasonable exercise of its business judgment, to (i) designate, maintain, and continue to use, with the same account numbers, all of its bank accounts in existence on the Petition Date, including, without limitation, the bank accounts identified in Exhibit _TA of the Motion, (ii) use its present forms and other documents related to the Bank Accounts, (iii) treat such Bank Accounts for all purposes as accounts of the Debtor as debtor-m-possession account, and (iv) preserve the reporting and accounting mechanisms used by the Debtor in respect of the Bank Accounts; and it is further ORDERED, that the Cash Management Banks are hereby authorized to continue to service and administer all such accounts as accounts of the Debtor as a debtor-in-possession without interruption and in the usual and ordinary course, and to receive, process, honor, and pay any and all checks and drafts drawn on, or electronic transfer requests made on, said account after the Petition Date by the holders or makers thereof, as the case may be; provided, however. that any check drawn or issued by the Debtor before the Petition Date may be honored by any

bank only if specifically authorized by order of this Court and only to the extent of fands available in such Bank Account; and it is further ORDERED, that, except for those checks that may be honored and paid to comply with any order{s) of this Court authorizing payment of certain pre-petition claims, no checks or drafts issued on the Bank Accounts before the Petition Date but presented for payment after the Petition Date shall be honored or paid; and it is further ORDERED, that subject to the provisions of this Order, the operation of the Cash Management System in accordance with the Debtor’s normal and customary practice is adequate and sufficient; and it is further ORDERED, that, notwithstanding any other provision of this Order, no Cash Management Bank that honors a pre-petition check or other item drawn on any account that is the subject of this Order (a) at the direction of the Debtor, (b) in good-faith belief that the Court has authorized such pre-petition check or item to be honored or (c) as the result of an innocent mistake made despite implementation of reasonable item-handling procedures, shall be deemed to be liable to the Debtor or otherwise in violation of this Order; and it is further ORDERED, that nothing contained herein shall prevent the Debtor from opening any new bank accounts or closing any Bank Accounts as it may deem necessary and appropriate; provided, that the Debtor shall promptly notify the United States Trustee and any official committee prior to making any change to the Cash Management System, including the opening and closing of Bank Accounts; and it is further ORDERED, that the Debtor is authorized to continue to use their existing checks without alteration and without the designation “Debtor-in-Possession” imprinted upon them, provided, however, that following the depletion of the Debtor’s business form stock, the Debtor

will obtain new check stock reflecting its status as a debtor-in-possession; provided farther, that with respect to Business Forms which the Debtor or its agents print themselves, the Debtor and its agents shall begin printing the “Debtor in Possession” legend on such items within ten (10) days of the date of entry of this Order; and it is farther ORDERED, that for Cash Management Banks at which the Debtor holds Bank Accounts that are party to a Uniform Depository agreement with the Office of the United States Trustee for the District of Delaware, within fifteen (15) days of the date of entry of this Order the Debtor shall (a) contact each Bank, (b) provide the Bank with the Debtor’s employer identification number(s) and (c) identify each of their Bank Accounts held at such Cash Management Banks as being held by a debtor in possession in a bankruptcy case; and it is further ORDERED, that for Cash Management Banks at which the Debtor holds Bank Accounts that are not party to a Uniform Depository agreement with the Office of the United States Trustee for the District of Delaware, the Debtor shall use its good-faith efforts to cause the bank to execute a Uniform Depository agreement in a form prescribed by the Office of the United States Trustee within forty-five (45) days of the date of this Order. The U.S. Trustee’s rights to seek further relief from this Court on notice in the event that the aforementioned Cash Management Bajiks are unwilling to execute a Uniform Depository Agreement in a form prescribed by the U.S. Trustee are fully reserved; and it is further ORDERED, that the preceding two paragraphs of this Order apply to any Bank Accounts opened by the Debtors subsequent to entry of this Order; provided, however, that the deadlines referenced in the paragraphs shall run from the respective dates on which the accounts are opened; provided further, that the Debtor shall provide contemporaneous notice of the

closing and/or opening of any of the Bank Accounts to both the Office of the United States Trustee and any official cotnmittee(s) appointed in these cases; and it is further ORDERED, that the Debtor is authorized to make disbursements from Ihe Bank Accounts other than by check, to the extent consistent with the Debtor’s existing cash management practices; and it is further ORDERED, that, effective as of the Petition Date, the Cash Management Banks shall be and hereby are authorized aaJWtwtecno receive, process, honor, and pay any and all pre-petition and post-petition checks drawn on and electronic transfers authorized for payment by the Court, provided that funds are available in the applicable Bank Account; and it is further ORDERED, that the Debtor shall maintain records in accordance with its normal and customary practices reflecting al! transfers of funds under the terms and conditions provided by the existing agreements with the institutions participating in the Debtor’s Cash Management System. In connection with the ongoing utilization of its Cash Management System, the Debtor shall continue to maintain records with respect to all transfers of cash so that all transactions may be ascertained, traced, and recorded properly on the applicable accounts; and it is further ORDERED, that, through the Interim Period, the Debtor is authorized to deposit the estate’s money in accordance with the deposit practices set forth in the Motion or a commercially comparable practice, notwithstanding that such practice may not strictly comply in a!f instances with the requirements of Bankruptcy Code § 345 or the U.S. Trustee’s Guidelines; provided, however, that such extension is without prejudice to the Debtor’s right to request a further extension or the waiver of the requirements of section 345 of the Bankruptcy Code and this Order shall constitute notice that the Debtor is authorized to continue investing funds in the

manner set forth in the Motion during the aforementioned seventy-five (75) day period, notwithstanding the requirements of section 345 of the Bankruptcy Code; and it is further ORDERED, that, notwithstanding the relief granted herein and any actions taken hereunder, nothing contained herein shall constitute, nor is intended to constitute, an assumption of any executory contract under Bankruptcy Code § 365; and it is further ORDERED, that this Order is effective immediately upon entry; and it is further ORDERED, that the Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order, Dated: December^ 2009 Wilmington, Delaware /j ^ THE HONORABLE CHRISTOPHER S, SONTCHI UNITED STATES BANKRUPTCY JUDGE

Retainers Paid (Form IR-2)

In re: Vion Pharmaceuticals, Inc.	Case No. 09-14429(CSS)
	Reporting Period: Initial Monthly Report

SCHEDULE OF RETAINER PAID TO PROFESSIONALS

(This schedule is to include each Professional paid a retainer¹)

	Check					Amount
Payee	Date	Number	Name of Payor	Amount		Applied To Date		Balance
Fulbright & Jaworski LLP	12/15/2009	Wire transfer	Vion Pharmaceuticals, Inc.	$	40,000	$	0	$	40,000
Richards, Layton & Finger PA	11/5/2009	Wire transfer	Vion Pharmaceuticals, Inc.	$	50,000
	12/16/2009	Wire transfer	Vion Pharmaceuticals, Inc.	$	41,600
				($91,600 total)		$	43,388.92	$	48,211.08 (evergreen retainer)
Delaware Claims Agency, LLC	12/8/2009	Check #32809	Vion Pharmaceuticals, Inc.	$	5,000	$	0	$	5,000

¹ Identify all Evergreen Retainers