UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re Vion Pharmaceuticals, Inc.		Case No. 09-14429 (CSS)
		Reporting Period: December 2009
		Federal Tax I.D.# 13-3671221

CORPORATE MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee within 20 days after end of month and submit a copy of the report to any official committee appointed in the case.

				Document		Explanation
REQUIRED DOCUMENTS		Form No.		Attached		Attached
Schedule of Cash Receipts and Disbursements		MOR-1		Yes		No
Bank Reconciliation (or copies of debtor’s bank reconciliations)		MOR-1 (CON’T)		Yes		No
Copies of bank statements				No		No
Cash disbursements journals				No		No
Statement of Operations		MOR-2		Yes		No
Balance Sheet		MOR-3		Yes		No
Status of Post-petition Taxes		MOR-4		Yes		No
Copies of IRS Form 6123 or payment receipt				No		No
Copies of tax returns filed during reporting period				No		No
Summary of Unpaid Post-petition Debts		MOR-4		Yes		No
Listing of aged accounts payable				Yes		No
Accounts Receivable Reconciliation and Aging		MOR-5		Yes		No
Taxes Reconciliation and Aging		MOR-5		Yes		No
Payments to Insiders and Professional		MOR-6		Yes		No
Post Petition Status of Secured Notes, Leases Payable		MOR-6		Yes		No
Debtor Questionnaire		MOR-7		Yes		No

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

Signature of Debtor		Date
/s/ Karen Schmedlin		February 22, 2010
Signature of Authorized Individual*		Date
Karen Schmedlin		Vice President, Finance, Chief Accounting Officer and Secretary
Printed Name of Authorized Individual		Title of Authorized Individual

     FORM MOR
2/2008

In re Vion Pharmaceuticals, Inc.		Case No. 09-14429 (CSS)
Debtor		Reporting Period: December 2009

DEBTOR QUESTIONNAIRE

		Must be completed each month. If the answer to any of the questions is “Yes”, provide a detailed explanation of each item. Attach additional sheets if necessary		Yes		No
1		Have any assets been sold or transferred outside the normal course of business this reporting period?				X
2		Have any funds been disbursed from any account other than a debtor in possession account this reporting period?				X
3		Is the Debtor delinquent in the timely filing of any post-petition tax returns?				X
4		Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?				X
5		Is the Debtor delinquent in paying any insurance premium payment?				X
6		Have any payments been made on pre-petition liabilities this reporting period?		X (1)
7		Are any post petition receivables (accounts, notes or loans) due from related parties?				X
8		Are any post petition payroll taxes past due?				X
9		Are any post petition State or Federal income taxes past due?				X
10		Are any post petition real estate taxes past due?				X
11		Are any other post petition taxes past due?				X
12		Have any pre-petition taxes been paid during this reporting period?				X
13		Are any amounts owed to post petition creditors delinquent?				X
14		Are any wage payments past due?				X
15		Have any post petition loans been received by the Debtor from any party?				X
16		Is the Debtor delinquent in paying any U.S. Trustee fees?				X
17		Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?				X
18		Have the owners or shareholders received any compensation outside of the normal course of business?				X

     FORM MOR-7
2/2008

In re Vion Pharmaceuticals, Inc.		Case No.:	09-14429 (CSS)
Debtor		Reporting Period:	December 2009

MOR-1 — SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS (UNAUDITED)

Account Description						Checking				Money Market				Investment				Current Month
Bank Account						Citibank				Citibank				UBS				Actual
Bank Account		Petty Cash				xxx4853				xxx7468				xxx47KL				Total of
GL Account		1050-00				1041-00				1042-00				1060-00				All Accounts
Cash, as of 12/17/09 (petition date)		$	800			$	123,264			$	20,487			$	14,224,153			$	14,368,704
Receipts:
Interest Income											18				262				280
Transfers (from DIP Accounts)							100,000												100,000
Stop payments issued for checks outstanding as of petition date							3,670												3,670
Other							25												25
Total Receipts		$	—			$	103,695			$	18			$	262			$	103,975
Disbursements:
Payroll, Taxes and Benefits						$	1,971							$	122,551			$	124,522
Professional Fees — Debtor															236				236
Transfers (to DIP Accounts)															100,000				100,000
Total Disbursements		$	—			$	1,971			$	—			$	222,787			$	224,758
Net Cash Flow		$	—			$	101,724			$	18			$	(222,525	)		$	(120,783	)
Cash, End of Month		$	800			$	224,988			$	20,505			$	14,001,628			$	14,247,921

DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES

Total Disbursements		$	224,758
Less: Transfers to other DIP accounts			(100,000	)
Plus: Estate disbursements made by outside sources			0
Total Disbursements for Calculating U.S. Trustee Quarterly Fees		$	124,758

BANK RECONCILIATIONS AND CASH DISBURSEMENTS JOURNAL

Account Description		Checking				Money Market				Investment
Bank Account		Citibank				Citibank				UBS
Bank Account		xxx4853				xxx7468				xxx47KL
GL Account		1041-00				1042-00				1060-00
Balance per Books		$	224,988			$	20,505			$	14,001,628
Balance per Bank		$	224,988			$	20,505			$	14,001,628

Vion Pharmaceuticals, Inc. (the “Debtor”) hereby submits this attestation regarding bank account reconciliations in lieu of providing copies of bank statements, copies of all account reconciliations and cash disbursements journal. Such documents are available upon request. The Debtor’s standard practice is to insure insure that each bank account is reconciled to monthly bank statements for each calendar month within 20 days after month end. I attest that each of the Debtor’s bank accounts for the period is reconciled to the bank statements and that all cash disbursements are summarized in MOR 1.

In re Vion Pharmaceuticals, Inc.		Case No.:	09-14429 (CSS)
Debtor		Reporting Period:	December 2009

MOR-2 — STATEMENT OF OPERATIONS (UNAUDITED)

						Cumulative from
		For the Period from				12/17/09 (Petition Date) through
		12/17/09 through 12/31/09				12/31/09
Revenues:
Technology License Revenues		$	51			$	51
Operating Expenses:
Payroll, taxes and benefits			123,338				123,338
Drug storage, lab supplies			5,760				5,760
Facilities-rent,maintenance, postage			31,432				31,432
Clinical trials expense			283,529				283,529
Professional fees			2,721				2,721
Insurance expense			66,534				66,534
Taxes			—				—
Other			(12,206	)			(12,206	)
Noncash depreciation and stock compensation expense			16,135				16,135
Total Operating Expenses			517,243				517,243
Operating Loss			(517,192	)			(517,192	)
Interest Income			(269	)			(269	)
Net Loss Before Reorganization Items		$	(516,923	)		$	(516,923	)
Reorganization Items:
Professional fees			140,468				140,468
US Trustee fees			975				975
Net Loss		$	(658,366	)		$	(658,366	)

The statement of operations for the period is unaudited and does not reflect all adjustments necessary to represent results for the period in accordance with Generally Accepted Accounting Principles in the United Stated (“GAAP”). The Debtor prepares financial statements on a quarterly basis and as such the interim period above may also include quarter-end adjustments that do not relate solely to the period above.

In re Vion Pharmaceuticals, Inc.		Case No.:	09-14429 (CSS)
Debtor		Reporting Period:	December 2009

MOR-3 — BALANCE SHEETS (UNAUDITED)

		12/31/2009				12/17/2009
Assets:
Unrestricted cash and cash equivalents		$	14,247,921			$	14,368,704
Restricted cash and cash equivalents			—				—
Available-for-sale securities			19,438				19,938
Miscellaneous receivables			68,778				58,522
Prepaid expenses			148,983				270,524
Property and equipment, net			163,412				178,197
Security deposits			25,000				25,000
Total Assets		$	14,673,532			$	14,920,885
Liabilities Not Subject to Compromise (Post-petition): (1)
Accounts payable		$	115,574			$	—
Taxes payable			31,057				31,057
Accrued clinical trials expense			262,446				—
Accrued payroll and benefits			3,038				2,017
Accrued professional fees			73,697				35,970
Other accrued liabilities			33				—
Total Liabilities Not Subject to Compromise (Post-petition)			485,845				69,044
Liabilities Subject to Compromise (Pre-petition): (1)
Senior notes			60,000,000				60,000,000
Interest payable			1,562,917				1,562,917
Accounts payable			381,773				305,721
Taxes payable			—				—
Accrued clinical trials expense			3,426,467				3,492,947
Accrued payroll and benefits			—				—
Accrued professional fees			—				—
Other accrued liabilities			3,084				19,295
Total Liabilities Subject to Compromise (Pre-petition)			65,374,241				65,380,880
Shareholders’ Equity:
Common stock			80,545				80,825
Additional paid-in-capital			215,550,539				215,548,909
Other Comprehensive Income			19,438				19,937
Accumulated deficit			(266,837,076	)			(266,178,710	)
Total Shareholders’ Equity			(51,186,554	)			(50,529,039	)
Total liabilities and shareholders’ equity		$	14,673,532			$	14,920,885

The balance sheets as of 12/17/09 and 12/31/09 are unaudited and do not reflect all adjustments necessary to represent the Debtor’s financial position in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”).

In re Vion Pharmaceuticals, Inc.    Debtor		Case No.: 09-14429 (CSS) Reporting Period: December 2009

MOR-4 — STATUS OF POST-PETITION TAXES

						Amount Withheld
		Beginning Tax				and/or Accrued				Amount Paid				Date Paid (1)				Check # or EFT (1)				Ending Tax
Federal:
Withholding (1)		$	—			$	36,864			$	(36,864	)			12/29/2009							$	—
FICA-Employee (1)			—				2,896			$	(2,896	)			12/29/2009								—
FICA-Employer, net of COBRA Subsidy Credit (1)			—				2,435			$	(2,435	)			12/29/2009								—
Unemployment (1)			—				2			$	(2	)			12/29/2009								—
Income (2)			—				—			$	—												—
Total Federal		$	—			$	42,197			$	(42,197	)										$	—
State and Local:
Withholding (1)		$	—			$	5,461			$	(5,461	)			12/29/2009							$	—
Unemployment (1)			—				52			$	(52	)			12/29/2009							$	—
Income (3)			—				—			$	—											$	—
Sales and Use (4)			—				576			$	—											$	576
Real Property (5)							24,781			$	—											$	24,781
Personal Property (6)							12,428			$	—											$	12,428
Other: Franchise Tax (7)			—				5,700			$	—												5,700
Total State and Local		$	—			$	48,998			$	(5,513	)										$	43,485
Total Taxes		$	—			$	91,195			$	(47,710	)										$	43,485

Vion Pharmaceuticals, Inc. (the “Debtor”) hereby submits this attestation regarding post-petition taxes in lieu of providing copies of tax payment receipts and tax returns filed. Such documents are available upon request.

I attest that tax returns have been filed in accordance with federal, state and city requirements for the period. Taxes payments made for the period are summarized in MOR-1.

On behalf of Vion Pharmaceuticals, Inc.:

In re Vion Pharmaceuticals, Inc.		Case No.: 09-14429 (CSS)
Debtor		Reporting Period: December 2009

MOR-4 (continued) — SUMMARY OF UNPAID POST-PETITION DEBTS

		Number of Days Past Due
		Current				0-30				31-60				61-90				Over 90				Total
Accounts Payable (1)		$	115,574																			$	115,574
Wages Payable			1,873																				1,873
Taxes Payable (2)			31,057																				31,057
Accrued Clinical Trials Expense			262,446																				262,446
Professional Fees			23,901																				23,901
Royalties			33																				33
Total Post Petition Debt		$	434,883			$	—			$	—			$	—			$	—			$	434,883

In re Vion Pharmaceuticals, Inc.		Case No.: 09-14429 (CSS)
Debtor		Reporting Period: December 2009

MOR-4 (continued) — AGING OF POST-PETITION ACCOUNTS PAYABLE

Vendor Name		Current				0 - 30 days				31 - 60 days				61 - 90 days				Over 90 days				Total
Almac Clinical Services			716.98																				716.98
American Express			535.50																				535.50
American Express			555.68																				555.68
American Express			429.54																				429.54
American Express			11.00																				11.00
A T & T			39.74																				39.74
AT & T Mobility			2,141.33																				2,141.33
A T & T			46.98																				46.98
Bowne of New York City			2,170.00																				2,170.00
CBS Bloom’s Business System, Inc.			6.27																				6.27
Collector of Taxes — New Haven			12,427.58																				12,427.58
Delaware Claims Agency, LLC			3,027.12																				3,027.12
Federal Express			45.05																				45.05
Fisher Scientific			392.00																				392.00
Fulbright & Jaworski L.L.P.			63,197.70																				63,197.70
GE Capital			1,938.82																				1,938.82
Graebel Companies Inc.			87.09																				87.09
Infoshred, LLC			100.70																				100.70
IngeniX division i3 Research			21,063.17																				21,063.17
Iron Mountain			151.48																				151.48
Law Office of Albert Wai-Kit Chan, PLLC			785.50																				785.50
Leyla Toksoy			17.96																				17.96
Newman’s Cleaning Service, Inc.			157.50																				157.50
Premiere Global Services			22.32																				22.32
Premier Supplies			61.94																				61.94
SAFC			500.00																				500.00
Science Park Development Corp.			2,215.90																				2,215.90
The United Illuminating Company			1,537.33																				1,537.33
U.S. Trustee			975.00																				975.00
Verizon Wireless			16.58																				16.58
Xu Kevin Lin			200.00																				200.00
Total			115,573.76																				115,573.76

In re Vion Pharmaceuticals, Inc.		Case No.: 09-14429 (CSS)
Debtor		Reporting Period: December 2009

MOR-5 — ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

The Debtor did not have any accounts receivable during the period.

MOR-5 — TAXES RECONCILIATION AND AGING

		Current				0-30 Days				31-60 Days				61-90 Days				Over 90 Days				Total
Total Taxes Payable		$	31,057																			$	31,057
Total Accounts Payable (1)		$	115,574																			$	115,574

In re Vion Pharmaceuticals, Inc.		Case No.: 09-14429 (CSS)
Debtor		Reporting Period: December 2009

MOR-6 — PAYMENTS TO INSIDERS AND PROFESSIONALS

		INSIDERS
										Total Paid
						Amount Paid				Post-Petition				Total Unpaid
Name		Type of Payment				for Period				To Date				Post-Petition
Ann Cahill		Salary				$	7,343.18			$	7,343.18			$	—
Howard B. Johnson		Salary					8,715.21
		Commuting reimbursement					962.59
		Total					9,677.80				9,677.80				—
Alan Kessman		Salary					16,871.35
		Travel reimbursement					585.97
		Total					17,457.32				17,457.32				—
Ivan King		Salary					7,817.12				7,817.12				—
Karen Schmedlin		Salary					6,444.14				6,444.14				—
James Tanguay		Salary					3,758.70				3,758.70				—
Total Payments to Insiders						$	52,498.26			$	52,498.26			$	—

		PROFESSIONALS
		Date of Court												Total Paid				Total Incurred
		Order Authorizing				Amount				Amount Paid				Post-Petition				and Unpaid
Name		Payment				Approved				for Period				to Date				Post-Petition
Fulbright & Jaworski LLP										$	—			$	—			$	78,359.01	(2)
Richards, Layton and Finger PA											—				—				7,739.00	(3)
Delaware Claims Agency LLC			12/21/2009					(1)			—				—				3,027.12	(4)
Ernst & Young, LLP			2/17/2010								—				—				13,826.00	(5)
Total Payments to Professionals										$	—			$	—			$	102,951.13