Published on February 18, 2009
WARRANT
AMENDMENT AGREEMENT
THIS WARRANT AMENDMENT AGREEMENT
(“Amendment”)
is made as of this 11th day of February, 2009 by and among Novelos Therapeutics,
Inc., a Delaware corporation (the “Company”)
and the undersigned holders of warrants to purchase 7,500,000 shares of the
Company’s common stock dated May 2, 2007 (the “Series B
Warrants”) issued pursuant a certain Securities Purchase Agreement, dated
as of April 12, 2007, by and among the Corporation and the Investors signatory
thereto (as amended on May 2, 2007, the “Series
B Purchase
Agreement”). All capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Series B Warrants.
WHEREAS, pursuant to Section
21 of the Series B Warrants, the Series B Warrants may amended with the written
consent of the Company and the Requisite Holders (as such term is defined in the
Series B Purchase Agreement) and any such amendment shall apply to all of the
Series B Warrants; and
WHEREAS, the Company and the
undersigned holders of Series B Warrants, which holders include the Requisite
Holders, desire to amend the Series B Warrants;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Series B Warrants are hereby
amended as follows:
1) The
Expiration Date, as defined in Paragraph 1, is hereby changed to December 31,
2015 from April 11, 2013.
6) Section
20 is hereby deleted in its entirety.
[The
remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the undersigned
have executed this Warrant Amendment Agreement or caused its duly authorized
officers to execute this Warrant Amendment Agreement as of the date
first above written.
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NOVELOS
THERAPEUTICS, INC.
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|
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By:
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/s/ Harry S.Palmin
|
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Name: Harry S.
Palmin
|
|
|
Title: President and
CEO
|
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WARRANTHOLDERS
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Xmark
Opportunity Fund, Ltd.
|
Caduceus
Capital Master Fund Limited
|
|
|
Xmark
Opportunity Fund, L.P.
|
Caduceus
Capital II, L.P.
|
|
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Xmark
JV Investment Partners, LLC
|
UBS
Eucalyptus Fund, L.L.C.
|
|
|
PW
Eucalyptus Fund, Ltd.
|
|
By:
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/s/
Mitchell D. Kaye
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By:
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/s/ Samuel D. Isaly
|
|
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Name: Mitchell D. Kaye
|
Name: Samuel D.
Isaly
|
|||
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Title:
Authorized
Signatory
|
Title:
Managing Partner, Orbimed
Advisors
|
|||
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Knoll
Special Opportunities Fund II Master
|
Hunt-BioVentures,
L.P.
|
|
|
Fund,
Ltd. (1)
|
By : HBV
GP, L.L.C, its General Partner
|
|
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Europa
International, Inc.
|
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By:
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/s/ Fred Knoll
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By:
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/s/ J.Fulton Murray,
III
|
|
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Name: Fred Knoll
|
Name: J. Fulton Murray,
III
|
|||
|
Title:
Portfolio
Manager
|
Title: Manager
|
|||
(1)
Formerly Knoll Capital Fund II Master Fund, Ltd.
WARRANT
AMENDMENT AGREEMENT
THIS WARRANT AMENDMENT AGREEMENT
(“Amendment”)
is made as of this 11th day of February, 2009 by and among Novelos Therapeutics,
Inc., a Delaware corporation (the “Company”)
and the undersigned holders of warrants to purchase 4,365,381 shares of the
Company’s common stock dated April 11, 2008 (the “Series D
Warrants”) issued pursuant a certain Securities Purchase Agreement, dated
as of March 26, 2008, by and among the Corporation and the Investors signatory
thereto (as amended on April 9, 2008, the “Series
D Purchase
Agreement”). All capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Series D Warrants.
WHEREAS, pursuant to Section
21 of the Series D Warrants, the Series D Warrants may amended with the written
consent of the Company and the Requisite Holders (as such term is defined in the
Series D Purchase Agreement) and any such amendment shall apply to all of the
Series D Warrants; and
WHEREAS, the Company and the
undersigned holders of Series D Warrants, which holders include the Requisite
Holders, desire to amend the Series D Warrants;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Series D Warrants are hereby
amended as follows:
1) The
Expiration Date, as defined in Paragraph 1, is hereby changed to December 31,
2015 from April 11, 2013.
6) Section
20 is hereby deleted in its entirety.
[The
remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the undersigned
have executed this Warrant Amendment Agreement or caused its duly authorized
officers to execute this Warrant Amendment Agreement as of the date
first above written.
|
NOVELOS
THERAPEUTICS, INC.
|
|
|
By:
|
/s/ Harry S. Palmin
|
|
Name: Harry S.
Palmin
|
|
|
Title: President and
CEO
|
|
WARRANTHOLDERS
|
Xmark
Opportunity Fund, Ltd.
|
Caduceus
Capital Master Fund Limited
|
|
|
Xmark
Opportunity Fund, L.P.
|
Caduceus
Capital II, L.P.
|
|
|
Xmark
JV Investment Partners, LLC
|
UBS
Eucalyptus Fund, L.L.C.
|
|
|
PW
Eucalyptus Fund, Ltd.
|
||
|
Summer
Street Life Sciences Hedge Fund
|
||
|
Investors,
LLC
|
|
By:
|
/s/ Mitchell D.
Kaye
|
By:
|
/s/ Samuel D. Isaly
|
|
|
Name: Mitchell D. Kaye
|
Name: Samuel D.
Isaly
|
|||
|
Title:
Authorized
Signatory
|
Title:
Managing Partner, Orbimed
Advisors
|
|||
|
Knoll
Special Opportunities Fund II Master
|
Hunt-BioVentures,
L.P.
|
|
|
Fund,
Ltd. (1)
|
By : HBV
GP, L.L.C, its General Partner
|
|
|
Europa
International, Inc.
|
|
/s/ Fred Knoll
|
By:
|
/s/ J. Fulton Murray,
III
|
||
|
Name: J. Fulton Murray,
III
|
||||
|
Title:
Portfolio
Manager
|
Title: Manager
|
|||
(1)
Formerly Knoll Capital Fund II Master Fund, Ltd.