TUSTIN, Calif., Oct 22, 2002 /PRNewswire-FirstCall via COMTEX/ -- Peregrine Pharmaceuticals (Nasdaq: PPHM) today announced that two proposals on its proxy did not receive shareholder approval due to insufficient shareholders votes. The two matters that did not receive shareholder approval were considered non-routine items. In matters of non-routine items, brokers do not have discretionary voting power over the matters and cannot vote unless they receive prior instructions from the beneficial owner. Therefore, as per the company's proxy statement, these broker non-votes had the same effect as a vote against non-routine matters since they count in determining whether the shares are present, but not as a vote for those matters. Fifty percent of the quorum is needed to pass non-routine items.

The first non-routine matter that did not receive shareholder approval was the prior sale of 500,000 shares of common stock to a director, Mr. Eric Swartz, at a purchase price of $1.00 per share. The company will now be required to rescind the transaction as per Nasdaq rules. The company is currently in negotiations with Mr. Swartz regarding a separate transaction, but the company and Mr. Swartz have not agreed to any definitive terms.

The second non-routine matter that did not receive approval was related to the potential issuance of more than 20% of the outstanding shares of the company's common stock pertaining to the prior sale of an aggregate of $9,000,000 of the company's common stock and securities convertible into common stock. Under the financing agreement entered into during August 2002, the company agreed to certain anti-dilution provisions, including a reset provision, whereby if the company enters any financing transaction within 18 months following the date the registration statement was declared effective by the Securities & Exchange Commission (or through March 9, 2004) at a per share price less than the investors purchase price or conversion price, then the investors will receive the preferential purchase price or conversion price. Since this matter did not receive shareholder approval, the company presently cannot sell any stock at prices below the conversion price of $0.85 per share without first obtaining shareholder approval or a waiver from the investors.

"Although it is unfortunate that shareholders did not vote their shares directly, we do not anticipate any near term effects on our operations," said Edward Legere, Peregrine's president and CEO. "We remain confident that we can come to a new financing arrangement with Mr. Swartz concerning his investment in Peregrine."

All other items on the proxy did receive shareholder approval, which included the election of four incumbent directors, the appointment of Ernst & Young as the company's independent auditors, and the approval to amend the company's articles of incorporation to increase the authorized number of shares by 25 million.

About Peregrine Pharmaceuticals, Inc.

Peregrine Pharmaceuticals is a biopharmaceutical company focused on the development, commercialization, and licensing of unique technologies for the treatment of cancer, primarily based on its three "collateral targeting technologies." Peregrine's Tumor Necrosis Therapy (TNT), Vasopermeation Enhancement Agents (VEA), and Vascular Targeting Agents (VTA) target cell structures and cell types that are common among solid tumor cancers, giving them broad applicability across various tumor types. The company's lead TNT anti-cancer drug, Cotara™, is currently in a multi-center Phase II clinical trial for brain cancer and Phase I trials for colorectal, pancreas, soft tissue sarcoma and biliary cancers. Copies of Peregrine press releases, SEC filings, current price quotes and other valuable information for investors may be found on the website www.peregrineinc.com.

Safe Harbor Statement: This release may contain certain forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ from the company's expectations as a result of risk factors discussed in Peregrine's reports on file with the U.S. Securities and Exchange Commission, including, but not limited to, the company's report on Form 10-K for the year ended April 30, 2002 and on Form 10-Q for the quarter ended July 31, 2002.

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SOURCE Peregrine Pharmaceuticals

CONTACT:          Frank Hawkins or Julie Marshall, both of Hawk Associates, Inc.,
                  +1-800-987-8256 or info@hawkassociates.com, for Peregrine Pharmaceuticals



URL:              http://www.peregrineinc.com 
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