REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2009 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 25th day of August, 2009 by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), Purdue Pharma L.P., a Delaware limited partnership (“Purdue”) and, together with any holders of Registrable Securities that becomes a party hereto pursuant to 7(c) hereof, the “Holders.” Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 15th, 2009 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of this 25th day of August, 2009 by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”) and Purdue Pharma L.P., a Delaware limited partnership (“Purdue”).
Mundipharma International Corporation Limited Par La Ville Place Hamilton HM JX, BermudaNovelos Therapeutics, Inc. • September 15th, 2009 • Pharmaceutical preparations • New York
This letter agreement sets out the understanding of the undersigned concerning a proposed license agreement between Mundipharma International Corporation Limited or one of its affiliates (“MICL”) and Novelos Therapeutics, Inc. (the “Company”), under which MICL would receive a license to, or otherwise acquire, the NOV-002 Rights (defined below) in the Territory (as defined below). Subject to the terms and conditions set forth below, the Company has agreed to grant MICL (i) the right to exclusively negotiate with the Company for the NOV-002 Rights in the Territory for a limited period of time, and (ii) the right to enter into a definitive agreement with respect to the NOV-002 Rights on substantially the same terms as a third party offer for the license or acquisition of the NOV-002 Rights.
LP Clover Limited Par La Ville Place Hamilton HM JX, BermudaNovelos Therapeutics, Inc. • September 15th, 2009 • Pharmaceutical preparations • New York
This letter agreement sets out the understanding of the undersigned concerning a proposed license agreement between LP Clover Limited or one of its affiliates (“Clover”) and Novelos Therapeutics, Inc. (the “Company”), under which Clover would receive a license to, or otherwise acquire, the NOV-002 Rights (defined below) in the territory of Canada. Subject to the terms and conditions set forth below, the Company has agreed to grant Clover (i) the right to exclusively negotiate with the Company for the NOV-002 Rights in Canada for a limited period of time, and (ii) the right to enter into a definitive agreement with respect to the NOV-002 Rights on substantially the same terms as a third party offer for the license or acquisition of the NOV-002 Rights.
