STOCK PURCHASE AGREEMENT by and among SPECTRUM PHARMACEUTICALS, INC., TALON THERAPEUTICS, INC. and EAGLE ACQUISITION MERGER SUB, INC. July 16, 2013Stock Purchase Agreement • July 19th, 2013 • Talon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of July 16, 2013, by and among Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Talon Therapeutics, Inc., a Delaware corporation (the “Company”), and Eagle Acquisition Merger Sub, Inc., a Delaware corporation (“Purchaser”).
TALON THERAPEUTICS, INC. South San Francisco, CA 94080Acknowledgment and Signature • July 19th, 2013 • Talon Therapeutics, Inc. • Pharmaceutical preparations • California
As we have discussed with you, your employment with Talon Therapeutics, Inc. (the “Company”) will end effective upon the closing of the transactions contemplated by the Stock Purchase Agreement dated July 16, 2013 (the “Purchase Agreement”), among the Company, Spectrum Pharmaceuticals, Inc. and Eagle Acquisition Merger Sub, Inc.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 19th, 2013 • Talon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 16, 2013 (this “Agreement”), is entered into by and among Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Talon Therapeutics, Inc., a Delaware corporation (the “Company”) and Corporate Stock Transfer, Inc., as Rights Agent (the “Rights Agent”).
WAIVER AGREEMENTWaiver Agreement • July 19th, 2013 • Talon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WAIVER AGREEMENT (this “Agreement”) is entered into as of July 16, 2013 by and among Talon Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders” and together with the Company, the “Parties”).
