2,500,000 Shares



                           VION PHARMACEUTICALS, INC.



                                  Common Stock



                             UNDERWRITING AGREEMENT



                                                                  August 9, 2001



Gerard Klauer Mattison & Co., Inc.

C.E. Unterberg, Towbin

     As Representatives of the several Underwriters

c/o Gerard Klauer Mattison & Co., Inc.

529 Fifth Avenue

New York, New York 10017



Ladies and Gentlemen:



         Vion Pharmaceuticals, Inc., a Delaware corporation (the "Company"),

proposes, subject to the terms and conditions stated herein, to issue and sell

2,500,000 shares (the "Firm Shares") of the Company's Common Stock, $0.01 par

value per share (the "Common Stock"), to the several underwriters named in

Schedule I (collectively, the "Underwriters"), for whom Gerard Klauer Mattison &

Co., Inc. ("GKM") and C.E. Unterberg, Towbin are acting as representatives

(collectively, the "Representatives"). The Company has also agreed to grant to

the Underwriters an option (the "Option") to purchase up to an additional

375,000 shares of Common Stock (the "Option Shares") on the terms and for the

purposes set forth in Section 1(b). The Firm Shares and the Option Shares are

hereinafter collectively referred to as the "Shares."



         The public offering price per share at which the Shares are initially

offered and the purchase price per share for the Shares to be paid by the

Underwriters shall be agreed upon by the Company and the Representatives, acting

on behalf of the several Underwriters, and such agreement shall be set forth in

a separate written instrument substantially in the form of Exhibit A hereto (the

"Price Determination Agreement"). The Price Determination Agreement may take the

form of an exchange of any standard form of written telecommunication between

the Company and the Representatives and shall specify such applicable

information as is indicated in Exhibit A hereto. The offering of the Shares

shall be governed by this Agreement, as supplemented by the Price Determination

Agreement. From and after the date of the execution and delivery of the Price

Determination Agreement, this Agreement shall be deemed to incorporate, and,

unless the context otherwise indicates, all references contained herein to















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"this Agreement" and to the phrase "herein" shall be deemed to include, the

Price Determination Agreement.



         The Company confirms as follows its agreement with the Representatives

and the several other Underwriters:



         1. Agreement to Sell and Purchase.



              (a) Purchase of Firm Shares. On the basis of the representations,

         warranties and agreements of the Company herein contained and subject

         to all the terms and conditions of this Agreement, the Company agrees

         to sell to the several Underwriters and each of the several

         Underwriters, severally and not jointly, agrees to purchase from the

         Company, at the purchase price per share to be agreed upon by the

         Company and the Representatives in accordance with Section 1(c) hereof

         and as set forth in the Price Determination Agreement, the number of

         Firm Shares set forth opposite the name of such Underwriter in Schedule

         I, plus such additional number of Firm Shares which such Underwriter

         may become obligated to purchase pursuant to Section 8 hereof.



              (b) Purchase of Option Shares. Subject to all the terms and

         conditions of this Agreement, the Company grants the Option to the

         several Underwriters to purchase up to 375,000 Option Shares from the

         Company at the same price per share as the Underwriters shall pay for

         the Firm Shares. The Option may be exercised only to cover

         over-allotments in the sale of the Firm Shares by the Underwriters and

         may be exercised in whole or in part at any time on or before the 30th

         day after the date of this Agreement (or, if the Company has elected to

         rely on Rule 430A, on or before the 45th day after the date of the

         Price Determination Agreement), upon written notice (the "Option Shares

         Notice") by the Representatives to the Company no later than 12:00

         noon, New York City time, at least two and no more than five business

         days before the date specified for closing in the Option Shares Notice

         (the "Option Closing Date") setting forth the aggregate number of

         Option Shares to be purchased and the time and date for such purchase.

         On the Option Closing Date, the Company shall issue and sell to the

         Underwriters and the Underwriters shall purchase from the Company the

         number of Option Shares set forth in the Option Shares Notice.



              (c) Price Determination Agreement. The public offering price per

         share at which the Firm Shares are initially offered and the purchase

         price per share for the Firm Shares to be paid by the several

         Underwriters shall be agreed upon and set forth in the Price

         Determination Agreement. In the event such price has not been agreed

         upon and the Price Determination Agreement has not been executed by the

         close of business on the fourteenth business day following the date of

         this Agreement, this Agreement shall terminate forthwith, without

         liability







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         of any party to any other party except that Sections 4(i), 4(j) and 6

         shall remain in effect.



         2. Delivery and Payment.



              (a) Closing. Delivery of the Firm Shares shall be made to the

         Representatives for the accounts of the Underwriters against payment of

         the purchase price by wire transfer of immediately available funds to

         the order of the Company at the offices of Morrison & Foerster LLP in

         New York, New York (or such other place as may be agreed upon among the

         Representatives and the Company). Such payment shall be made at 10:00

         a.m., New York City time, on the third business day (the fourth

         business day, should the offering be priced after 4:30 PM, EST/EDT)

         after the date on which the first bona fide offering of the Firm Shares

         to the public is made by the Underwriters or at such time on such other

         date, not later than ten business days after such date, as may be

         agreed upon by the Company and the Representatives (such date is

         hereinafter referred to as the "Closing Date").



              (b) Option Closing. To the extent the Option is exercised,

         delivery of the Option Shares against payment by the Representatives

         (in the manner and at the location specified above) shall take place at

         the time and date (which may be the Closing Date) specified in the

         Option Shares Notice.



              (c) Certificates. Certificates evidencing the Shares shall be in

         definitive form and shall be registered in such names and in such

         denominations as the Representatives shall request at least two

         business days prior to the Closing Date or the Option Closing Date, as

         the case may be, by written notice to the Company. For the purpose of

         expediting the checking and packaging of certificates for the Shares,

         the Company agrees to make such certificates available for inspection

         at least 24 hours prior to the Closing Date or the Option Closing Date,

         as the case may be.



              (d) Tax Stamps. The cost of original issue tax stamps, if any, in

         connection with the issuance and delivery of the Shares by the Company

         to the respective Underwriters shall be borne by the Company. The

         Company shall pay and hold each Underwriter and any subsequent holder

         of the Shares harmless from any and all liabilities with respect to or

         resulting from any failure or delay in paying Federal and state stamp

         and other transfer taxes, if any, which may be payable or determined to

         be payable in connection with the original issuance or sale to such

         Underwriter of the Shares.







                                       3













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         3. Representations and Warranties of the Company. The Company

represents and warrants to, and covenants with, each Underwriter as follows:



              (a) Compliance with Registration Requirements. The Company meets

         the requirements for use of Form S-3 and has filed with the Securities

         and Exchange Commission (the "Commission") a registration statement on

         Form S-3 (No. 333-58206), including a prospectus relating to the

         Shares, for the registration of such securities under the Securities

         Act of 1933, as amended, and the rules and regulations promulgated

         thereunder (collectively, the "Act"). The Company meets the

         requirements of Rule 415 under the Act for the registration, offer and

         sale of the Shares. A prospectus supplement reflecting the terms of the

         Shares, the terms of the offering thereof and the other matters set

         forth therein has been prepared or will be prepared and will be filed

         pursuant to Rule 424 under the Act. Such prospectus supplement, in the

         form first filed after the date hereof pursuant to Rule 424, is herein

         referred to as the "Prospectus Supplement." Such registration

         statement, as amended at the date hereof, including all documents

         incorporated or deemed to be incorporated by reference therein and the

         exhibits thereto, in the form it was declared effective by the

         Commission under the Act is herein referred to as the "Registration

         Statement" and the base prospectus included therein and relating to all

         offerings of securities under the Registration Statement, as amended on

         June 21, 2001 and as supplemented by the Prospectus Supplement, is

         herein referred to as the "Prospectus," except that if such base

         prospectus is amended or supplemented on or prior to the date on which

         the Prospectus Supplement is first filed pursuant to Rule 424, the term

         "Prospectus" shall refer to the base prospectus as so amended or

         supplemented and as supplemented by the Prospectus Supplement, in

         either case including the documents filed by the Company with the

         Commission pursuant to the Securities Exchange Act of 1934, as amended,

         and the rules and regulations promulgated thereunder (collectively, the

         "Exchange Act"), that are incorporated by reference therein. If the

         Company files a registration statement to register a portion of the

         Shares and relies on Rule 462(b) under the Act for such registration

         statement to become effective upon filing with the Commission (the

         "Rule 462 Registration Statement"), then any reference to the

         "Registration Statement" shall be deemed to include the Rule 462

         Registration Statement, as amended from time to time. All references in

         this Agreement to the Registration Statement, the Rule 462 Registration

         Statement, the Prospectus Supplement or the Prospectus, or any

         amendments or supplements to the foregoing, shall include any copy

         thereof filed with the Commission pursuant to its Electronic Data

         Gathering, Analysis and Retrieval ("EDGAR") System.









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              (b) Effectiveness of Registration. The Registration Statement, any

         Rule 462(b) Registration Statement and any post-effective amendment

         thereto have been declared effective by the Commission under the Act.

         The date that the Registration Statement was declared effective by the

         Commission is referred to in this Agreement as the "Effective Date."

         The Company has responded to all requests, if any, of the Commission

         for additional or supplemental information. No stop order suspending

         the effectiveness of the Registration Statement or any Rule 462(b)

         Registration Statement is in effect and no proceedings for such purpose

         have been instituted or are pending or, to the best knowledge of the

         Company, are contemplated or threatened by the Commission.



              (c) Accuracy of Registration Statement. Each of the Registration

         Statement, any Rule 462(b) Registration Statement and any

         post-effective amendment thereto, at the time it became effective and

         at all subsequent times, complied and will comply in all material

         respects with the Act and did not and will not contain any untrue

         statement of a material fact or omit to state a material fact required

         to be stated therein or necessary in order to make the statements

         therein not misleading. The Prospectus, as amended or supplemented, as

         of its date and at all subsequent times, complied and will comply in

         all material respects with the Act and did not or will not contain any

         untrue statement of a material fact or omit to state a material fact

         necessary to make the statements therein not misleading, in light of

         the circumstances under which they were made. The foregoing

         representations and warranties in this Section 3(c) do not apply to any

         statements or omissions made in reliance on and in conformity with

         information relating to any Underwriter furnished in writing to the

         Company by the Representatives specifically for inclusion in the

         Registration Statement or Prospectus or any amendment or supplement

         thereto. For all purposes of this Agreement, the only information

         relating to any Underwriter furnished in writing to the Company by the

         Representatives specifically for inclusion in the Registration

         Statement or the Prospectus are the amounts of the selling concession

         and reallowance set forth in the third paragraph in the section

         entitled "Underwriting" in the Prospectus Supplement and the eighth

         paragraph in the section entitled "Underwriting" in the Prospectus

         Supplement concerning stabilization and overallotment by the

         Underwriters. The Company has not distributed any offering material in

         connection with the offering or sale of the Shares other than the

         Registration Statement and the Prospectus.



              (d) Documents Incorporated by Reference. The documents

         incorporated or deemed to be incorporated by reference in the

         Prospectus, at the time they were or hereafter are filed with the

         Commission, conformed and will conform in all material respects to the

         requirements of the Exchange Act, and, when read together with the

         other information in the Prospectus, at the time the Registration

         Statement and any amendments thereto become effective and at the

         Closing Date, will not contain an untrue statement of a material fact

         or omit to state a material fact required to be stated therein or

         necessary to make the fact







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         required to be stated therein or necessary to make the statements

         therein, in the light of the circumstances under which they were made,

         not misleading.



              (e) Organization; Good Standing. The Company is, and at the

         Closing Date will be, a corporation duly organized, validly existing

         and in good standing under the laws of the state of Delaware. The

         Company has, and at the Closing Date will have, full power and

         authority to own or lease all the assets owned or leased by it and to

         conduct its business as described or incorporated by reference in the

         Registration Statement and the Prospectus. The Company is, and at the

         Closing Date will be, duly licensed or qualified to do business in and

         in good standing as a foreign corporation in all jurisdictions in which

         the nature of the activities conducted by it or the character of the

         assets owned or leased by it makes such licensing or qualification

         necessary, except where the failure to be so licensed, qualified or in

         good standing would not have a Material Adverse Effect (as defined in

         section 3(k) hereof). Complete and correct copies of the certificate of

         incorporation and of the by-laws of the Company and all amendments

         thereto have been delivered to the Representatives, and no changes

         therein will be made subsequent to the date hereof and prior to the

         Closing Date. The Company does not own or control any subsidiary.



              (f) Authorization of Shares. The outstanding shares of Common

         Stock have been, and the Shares to be issued and sold by the Company

         upon such issuance in accordance with this Agreement will be, duly

         authorized, validly issued, fully paid and non-assessable and will not

         be subject to any preemptive, first refusal, or similar right. The

         description of the Common Stock included or incorporated by reference

         in the Registration Statement and the Prospectus is now, and at the

         Closing Date will be, complete and accurate in all material respects.

         Except as set forth or incorporated by reference in the Prospectus, and

         except with respect to options to purchase Common Stock granted or

         exercised after the date thereof under the Company's Amended and

         Restated 1993 Stock Option Plan, the Company does not have outstanding,

         and at the Closing Date will not have outstanding, any shares of Common

         Stock, any options to purchase, or any rights or warrants to subscribe

         for, or any securities or obligations convertible into, or any

         contracts or commitments to issue or sell, any shares of Common Stock

         or any such warrants, convertible securities or obligations.



              (g) Financial Statements. The financial statements and schedules

         included or incorporated by reference in the Registration Statement or

         the Prospectus present fairly in all material respects the financial

         condition of the Company as of the respective dates thereof and the

         results of operations and cash flows of the Company for the respective

         periods covered thereby, all in conformity with generally accepted

         accounting principles applied on a consistent basis throughout the

         entire period involved, except as otherwise disclosed or incorporated

         by reference in the Prospectus. No other financial statements or







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         schedules of the Company are required by the Act or the Exchange Act to

         be included or incorporated by reference in the Registration Statement

         or the Prospectus. Ernst & Young LLP (the "Accountants") who have

         reported on such financial statements and schedules, are independent

         accountants with respect to the Company as required by the Act. The

         statements included in the Registration Statement with respect to the

         Accountants pursuant to Rule 509 of Regulation S-K under the Act are

         true and correct in all material respects.



              (h) Accounting System. The Company maintains a system of internal

         accounting controls sufficient to provide reasonable assurance that:

         (i) transactions are executed in accordance with management's general

         or specific authorization; (ii) transactions are recorded as necessary

         to permit preparation of financial statements in conformity with

         generally accepted accounting principles and to maintain accountability

         for assets; (iii) access to assets is permitted only in accordance with

         management's general or specific authorization; and (iv) the recorded

         accountability for assets is compared with existing assets at

         reasonable intervals and appropriate action is taken with respect to

         any differences.



              (i) No Material Adverse Changes. Since June 30, 2001, the date of

         the last financial statements included in the Company's filings with

         the Commission and prior to the Closing Date, except as set forth or

         incorporated by reference in the Prospectus, (i) there has not been and

         will not have been a material adverse change in the business,

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