Delaware
|
|
95-3698422
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
Title
of securities
to be registered |
Amount
to be
registered(1) |
Proposed
maximum
offering price per unit(2) |
Proposed
maximum
aggregate offering price(2) |
Amount
of
registration fee |
Common
Stock,
$0.001
par value
|
12,000,000
shares
|
$1.105
|
$13,260,000
|
$1,561
|
(1)
|
This
registration statement also relates to any additional number of shares
as
may be issuable in the event of any future stock split, stock dividend
or
other similar transactions.
|
(2)
|
Estimated
solely for the purpose of computing the registration fee pursuant
to Rule
457(c) under the Securities Act of 1933, as amended, based on the
average
of the high ($1.13) and low ($1.08) prices of the Registrant’s Common
Stock, $0.001 par value per share, reported on the Nasdaq SmallCap
Market
on September 9, 2005.
|
·
|
we
will provide a prospectus supplement;
and
|
·
|
the
prospectus supplement will inform you about the specific terms of
that
offering and may also add, update or change information contained
in this
document.
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1
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3
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11
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11
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11
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12
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13
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13
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13
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14
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15
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Products
in Clinical Trials
|
||||
Technology
Platform
|
Product
Name |
Disease |
Stage
of
Development |
Development Status Overview |
Tumor
Necrosis Therapy (“TNT”) |
Cotara®
|
Brain
Cancer
|
Phase
II/III
registration trial |
Peregrine,
in collaboration with New Approaches to Brain Tumor Therapy (“NABTT”), a
brain tumor consortium, have initiated the first part of the Phase
II/III
product registration study to evaluate Cotara® for the treatment of brain
cancer. This study is partially funded by the National Cancer Institute
("NCI”) and will treat up to 28 patients. The study is being conducted
at
the following four NABTT institutions: Wake Forest University, Emory
University, University of Alabama at Birmingham and University of
Pennsylvania.
|
Anti-
Phospholipid Therapy |
Tarvacin™
|
Advanced
Solid Cancers |
Phase
I
|
This
phase I clinical study is a single and repeat dose escalation study
designed to enroll up to 28 patients with advanced solid tumors that
no
longer respond to standard cancer treatments. Patient enrollment
is open
at the Scottsdale and Tucson sites of the Arizona Cancer Center and
more
recently at Premiere Oncology in Santa Monica, CA.
|
Anti-
Phospholipid Therapy |
Tarvacin™
|
Hepatitis
C
Virus |
Phase
I
|
This
phase I clinical study is a single dose-escalation study in up to
32 adult
patients with chronic hepatitis C virus (HCV) infection who either
no
longer respond to or have failed standard therapy with pegylated
interferon and ribavirin combination therapy. Patient enrollment
is open
at Bach and Godofsky Infectious Diseases located in Bradenton, FL.
|
Common
stock offered in this
|
||
prospectus
|
12,000,000
shares
|
|
Common
stock outstanding after
|
||
this
offering
|
178,017,599
shares (1)
|
|
Use
of proceeds
|
See
“Use of Proceeds”
|
|
Nasdaq
Small Cap Market symbol
|
PPHM
|
|
(1)
|
Based
on 166,017,599 shares outstanding as of September 9, 2005, and
assumes the
issuance of common stock offered in this prospectus. The number
set forth
above does not include approximately 24,540,000 shares of our common
stock
that, as of September 9, 2005, are issuable upon the exercise of
outstanding options and warrants. These options and warrants are
exercisable at prices ranging from $0.34 to $5.28 per share, with
an
average exercise price of $1.71 per share. With regard to options
to
purchase 3,100,000 shares of our common stock, we have obtained
standstill
agreements from the holders of these options pursuant to which
they have
agreed not to exercise such options until we have obtained approval
from
our stockholders to increase our authorized shares of common stock.
In
the event that stockholder approval to increase our authorized
shares is
not obtained at our annual stockholder meeting to be held on October
24,
2005, then we may need to file a post-effective amendment to the
registration statement of which this prospectus is a part to de-register
up to 3,100,000 shares. Prior to receiving stockholder
approval, we
will not offer to sell more than 8,900,000 shares covered by this
prospectus.
|
·
|
delays
in product development, clinical testing or
manufacturing;
|
|
·
|
unplanned
expenditures in product development, clinical testing or
manufacturing;
|
|
·
|
failure
in clinical trials or failure to receive regulatory
approvals;
|
|
·
|
emergence
of superior or equivalent products;
|
|
·
|
inability
to manufacture on our own, or through others, product candidates
on a
commercial scale;
|
|
·
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inability
to market products due to third party proprietary
rights;
|
|
·
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election
by our partners not to pursue product development;
|
|
·
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failure
by our partners to develop products successfully; and
|
|
·
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failure
to achieve market acceptance.
|
Net
Loss
|
|||
Quarter
Ended July 2005
|
$
4,339,000
|
||
Fiscal
Year 2005
|
$15,452,000
|
||
Fiscal
Year 2004
|
$14,345,000
|
||
Fiscal
Year 2003
|
$11,559,000
|
·
|
the
inability to manufacture sufficient quantities of qualified materials
under current good manufacturing practices, or cGMPs, for use in
clinical
trials;
|
|
·
|
the
need or desire to modify our manufacturing processes;
|
|
·
|
slower
than expected rates of patient recruitment;
|
|
·
|
the
inability to adequately observe patients after
treatment;
|
|
·
|
changes
in regulatory requirements for clinical trials;
|
|
·
|
the
lack of effectiveness during the clinical trials;
|
|
·
|
unforeseen
safety issues;
|
|
·
|
delays,
suspension, or termination of the clinical trials due to the institutional
review board responsible for overseeing the study at a particular
study
site; and
|
|
·
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government
or regulatory delays or “clinical holds” requiring suspension or
termination of the trials.
|
·
|
production
yields;
|
|
·
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quality
control and assurance;
|
|
·
|
shortages
of qualified personnel;
|
|
·
|
compliance
with FDA regulations, including the demonstration of purity and
potency;
|
|
·
|
changes
in FDA requirements;
|
|
·
|
production
costs; and/or
|
|
·
|
development
of advanced manufacturing techniques and process
controls.
|
1.
|
Net
tangible assets of at least $2,500,000 or market capitalization of
at
least $35,000,000 or net income of at least $500,000 in either our
latest
fiscal year or in two of our last three fiscal
years;
|
2.
|
Public
float of at least 500,000 shares;
|
3.
|
Market
value of our public float of at least
$1,000,000;
|
4.
|
A
minimum closing bid price of $1.00 per share of common stock, without
falling below this minimum bid price for a period of 30 consecutive
trading days;
|
5.
|
At
least two market makers; and
|
6.
|
At
least 300 stockholders, each holding at least 100 shares of common
stock.
|
Number
of Shares Outstanding
|
Weighted
Average Per Share Exercise Price
|
||||||
Common
shares issuable upon exercise of outstanding stock options
|
10,998,441
|
$
|
1.59
|
||||
Common
shares issuable upon exercise of outstanding warrants
|
13,541,796
|
$
|
1.81
|
||||
Total
|
24,540,237
|
$
|
1.71
|
Common Stock Sales
Price
|
Common
Stock Daily
Trading Volume (000’s
omitted)
|
|||||||
High
|
Low
|
High
|
Low
|
|||||
Fiscal
Year 2006
|
||||||||
Quarter
Ended July 31, 2005
|
$1.31
|
$0.92
|
7,715
|
178
|
||||
Fiscal
Year 2005
|
||||||||
Quarter
Ended April 30, 2005
|
$1.64
|
$1.11
|
5,945
|
223
|
||||
Quarter
Ended January 31, 2005
|
$1.45
|
$0.99
|
6,128
|
160
|
||||
Quarter
Ended October 31, 2004
|
$1.96
|
$0.95
|
2,141
|
148
|
||||
Quarter
Ended July 31, 2004
|
$1.92
|
$0.88
|
1,749
|
131
|
||||
Fiscal
Year 2004
|
||||||||
Quarter
Ended April 30, 2004
|
$2.85
|
$1.56
|
3,550
|
320
|
||||
Quarter
Ended January 31, 2004
|
$3.14
|
$2.01
|
6,062
|
201
|
||||
Quarter
Ended October 31, 2003
|
$2.44
|
$1.25
|
18,060
|
314
|
||||
Quarter
Ended July 31, 2003
|
$2.19
|
$0.60
|
12,249
|
255
|
||||
Fiscal
Year 2003
|
||||||||
Quarter
Ended April 30, 2003
|
$0.85
|
$0.44
|
3,239
|
94
|
||||
Quarter
Ended January 31, 2003
|
$1.20
|
$0.50
|
3,619
|
59
|
||||
Quarter
Ended October 31, 2002
|
$0.93
|
$0.35
|
1,696
|
104
|
||||
Quarter
Ended July 31, 2002
|
$2.29
|
$0.66
|
1,686
|
113
|
·
|
Announcements
of technological innovations or new commercial products by us or
our
competitors;
|
|
·
|
publicity
regarding actual or potential clinical trial results relating to
products
under development by us or our competitors;
|
|
·
|
our
financial results or that of our competitors;
|
|
·
|
published
reports by securities analysts;
|
|
·
|
announcements
of licensing agreements, joint ventures, strategic alliances, and
any
other transaction that involves the sale or use of our technologies
or
competitive technologies;
|
|
·
|
developments
and/or disputes concerning our patent or proprietary
rights;
|
|
·
|
regulatory
developments and product safety concerns;
|
|
·
|
general
stock trends in the biotechnology and pharmaceutical industry
sectors;
|
|
·
|
public
concerns as to the safety and effectiveness of our
products;
|
|
·
|
economic
trends and other external factors, including but not limited to,
interest
rate fluctuations, economic recession, inflation, foreign market
trends,
national crisis, and disasters; and
|
|
·
|
health
care reimbursement reform and cost-containment measures implemented
by
government agencies.
|
·
|
the
pending patent applications we have filed or to which we have exclusive
rights may not result in issued patents or may take longer than
we expect
to result in issued patents;
|
|
·
|
the
claims of any patents that issue may not provide meaningful
protection;
|
|
·
|
we
may be unable to develop additional proprietary technologies that
are
patentable;
|
|
·
|
the
patents licensed or issued to us may not provide a competitive
advantage;
|
|
·
|
other
parties may challenge patents licensed or issued to us;
|
|
·
|
disputes
may arise regarding the invention and corresponding ownership rights
in
inventions and know-how resulting from the joint creation or use
of
intellectual property by us, our licensors, corporate partners
and other
scientific collaborators; and
|
|
·
|
other
parties may design around out patented
technologies.
|
·
|
a
fixed price or prices, which may be
changed;
|
·
|
market
prices prevailing at the time of
sale;
|
·
|
prices
related to the prevailing market prices; or
|
·
|
negotiated
prices.
|
1.
|
our
Annual Report on Form 10-K for the fiscal year ended April 30,
2005, as
filed with the Commission on July 14, 2005, under Section 13(a)
of the
Securities Exchange Act of 1934;
|
|
2.
|
our
Quarterly
Report on Form 10-Q for the quarter ended July 31, 2005, filed
with the
Commission on September 9, 2005;
|
|
3.
|
our
Current Reports on Form 8-K as furnished to the Commission on July
15,
2005 and September 9, 2005;
|
|
|
||
4.
|
our
Definitive Proxy Statement with respect to the Annual Meeting of
Stockholders to be held on October 24, 2005, as filed with the
Commission
on August 29, 2005;
|
|
5.
|
the
description of our common stock contained in our Registration Statement
on
Form 8-A and Form 8-B (Registration of Successor Issuers) filed
under the
Securities Exchange Act of 1934, including any amendment or report
filed
for the purpose of updating such description; and
|
|
6.
|
all
other reports filed by us under Section 13(a) of 15(d) of the Securities
Exchange Act of 1934 since the end of our fiscal year ended April
30,
2005.
|
You
should rely only on the information contained in this document
or to which
we have referred you. We have not authorized anyone to provide
you with
information that is different. This document may only be used where
it is
legal to sell these securities. The information in this document
may only
be accurate on the date of this document.
|
|||
|
|
||
TABLE
OF CONTENTS
|
|||
PROSPECTUS
SUMMARY
|
1
|
Common
Stock
|
|
RISK
FACTORS
|
3
|
||
FORWARD-LOOKING
STATEMENTS
|
11
|
||
USE
OF PROCEEDS
|
11
|
||
DESCRIPTION
OF COMMON STOCK
|
11
|
||
PLAN
OF DISTRIBUTION
|
12
|
||
LEGAL
MATTERS
|
13
|
||
EXPERTS
|
13
|
||
WHERE
TO LEARN MORE ABOUT US
|
13
|
||
INCORPORATION
OF CERTAIN
|
|
||
DOCUMENTS
BY REFERENCE
|
14
|
PROSPECTUS |
|
DISCLOSURE
OF COMMISSION
|
|||
POSITION
ON INDEMNIFICATION
|
|
||
FOR
SECURITIES ACT LIABILITIES
|
15
|
||
Dated:
September 14, 2005
|
SEC
registration fee
|
$
|
1,561
|
|||
Printing
and engraving expenses
|
2,500
|
* | |||
Legal
fees and expenses
|
5,000
|
* | |||
Accounting
fees and expenses
|
7,500
|
* | |||
Miscellaneous
|
3,000
|
* | |||
Total
|
$
|
19,561
|
|||
*
Estimated
|
|||||
By:
|
/s/
Steven W. King
|
Steven
W. King,
|
|
President
and Chief Executive Officer,
Director
|
SIGNATURE
|
TITLE
|
DATE
|
|
/s/
Steven W. King
Steven
W. King
|
President
and Chief
Executive
Officer, Director
|
September
12, 2005
|
|
|
|
||
/s/
Paul J. Lytle
Paul
J. Lytle
|
Chief
Financial Officer and
Corporate
Secretary
|
September
12, 2005
|
|
|
|
||
/s/
Carlton M. Johnson
Carlton
M. Johnson
|
Director
|
September
12, 2005
|
|
|
|||
/s/
Eric S. Swartz
Eric
Swartz
|
Director
|
September
12, 2005
|
|
|
|||
/s/
David H. Pohl
David
H. Pohl
|
Director
|
September
12, 2005
|
|
|
|||
/s/
Thomas A. Waltz
Thomas
A. Waltz, M.D.
|
Director
|
September
12, 2005
|
EXHIBIT
NUMBER |
DESCRIPTION |
|
3.1
|
Certificate
of Incorporation of Techniclone Corporation, a Delaware corporation
(Incorporated by reference to Exhibit B to the Company’s 1996 Proxy
Statement as filed with the Commission on or about August 20,
1996).
|
|
3.2
|
Amended
and Restated Bylaws of Peregrine Pharmaceuticals, Inc. (formerly
Techniclone Corporation), a Delaware corporation (Incorporated
by reference to Exhibit 3.1 to Registrant's Quarterly Report on Form
10-Q
for the quarter ended October 31, 2003).
|
|
3.3
|
Certificate
of Designation of 5% Adjustable Convertible Class C Preferred Stock
as
filed with the Delaware Secretary of State on April 23, 1997.
(Incorporated by reference to Exhibit 3.1 contained in Registrant’s
Current Report on Form 8-K as filed with the Commission on or about
May
12, 1997).
|
|
3.4
|
Certificate
of Amendment to Certificate of Incorporation of Techniclone Corporation
to
effect the name change to Peregrine Pharmaceuticals, Inc., a Delaware
corporation.
|
|
3.5
|
Certificate
of Amendment to Certificate of Incorporation of Peregrine Pharmaceuticals,
Inc. to increase the number of authorized shares of the Company’s common
stock to two hundred million shares (Incorporated
by reference to Exhibit 3.5 to Registrant's Quarterly Report on Form
10-Q
for the quarter ended October 31, 2003).
|
|
4.1
|
Form
of Certificate for Common Stock (Incorporated by reference to the
exhibit
of the same number contained in Registrant's Annual Report on Form
10-K
for the year end April 30, 1988).
|
|
4.7
|
5%
Preferred Stock Investment Agreement between Registrant and the Investors
(Incorporated by reference to Exhibit 4.1 contained in Registrant’s
Current Report on Form 8-K as filed with the Commission on or about
May
12, 1997).
|
4.13
|
Form
of Stock Purchase Warrant to be issued to the Equity Line Subscribers
pursuant to the Regulation D Common Stock Equity Subscription Agreement
(Incorporated by reference to Exhibit 4.7 contained in Registrant’s
Current Report on Form 8-K as filed with the Commission on or about
June
29, 1998).
|
|
4.16
|
Form
of Non-qualified Stock Option Agreement by and between Registrant,
Director and certain consultants dated December 22, 1999 (Incorporated
by
reference to the exhibit contained in Registrant's Registration Statement
on Form S-3 (File No. 333-40716)).*
|
|
4.17
|
Peregrine
Pharmaceuticals, Inc. 2002 Non-Qualified Stock Option Plan (Incorporated
by reference to the exhibit contained in Registrant's Registration
Statement in Form S-8 (File No. 333-106385)).*
|
|
4.18
|
Form
of 2002 Non-Qualified Stock Option Agreement (Incorporated by reference
to
the exhibit contained in Registrant's Registration Statement in Form
S-8
(File No. 333-106385)).*
|
|
5.1
|
Opinion
of Snell & Wilmer LLP***
|
10.40
|
1996
Stock Incentive Plan (Incorporated by reference to the exhibit
contained
in Registrant's Registration Statement in form S-8 (File No.
333-17513)).*
|
|
10.41
|
Stock
Exchange Agreement dated as of January 15, 1997 among the stockholders
of
Peregrine Pharmaceuticals, Inc. and Registrant (Incorporated by
reference
to Exhibit 2.1 to Registrant's Quarterly Report on Form 10-Q for
the
quarter ended January 31, 1997).
|
|
10.42
|
First
Amendment to Stock Exchange Agreement among the Stockholders of
Peregrine
Pharmaceuticals, Inc. and Registrant (Incorporated by reference
to Exhibit
2.1 contained in Registrant’s Current Report on Form 8-K as filed with the
Commission on or about May 12,
1997).
|
EXHIBIT
NUMBER |
DESCRIPTION |
|
10.43
|
Termination
and Transfer Agreement dated as of November 14, 1997 by
and between
Registrant and Alpha Therapeutic Corporation (Incorporated by reference
to
Exhibit 10.1 contained in Registrant’s Current Report on Form 8-K as filed
with the Commission on or about November 24, 1997).
|
|
10.47
|
Real
Estate Purchase Agreement by and between Techniclone Corporation
and 14282
Franklin Avenue Associates, LLC dated December 24, 1998 (Incorporated
by
reference to Exhibit 10.47 to Registrant's Quarterly Report on
Form 10-Q
for the quarter ended January 31, 1999).
|
|
10.48
|
Lease
and Agreement of Lease between TNCA, LLC, as Landlord, and Techniclone
Corporation, as Tenant, dated as of December 24, 1998 (Incorporated
by
reference to Exhibit 10.48 to Registrant's Quarterly Report on
Form 10-Q
for the quarter ended January 31, 1999).
|
|
10.49
|
Promissory
Note dated as of December 24, 1998 between Techniclone Corporation
(Payee)
and TNCA Holding, LLC (Maker) for $1,925,000 (Incorporated by reference
to
Exhibit 10.49 to Registrant's Quarterly Report on Form 10-Q for
the
quarter ended January 31, 1999).
|
|
10.50
|
Pledge
and Security Agreement dated as of December 24, 1998 for $1,925,000
Promissory Note between Grantors and Techniclone Corporation (Secured
Party) (Incorporated by reference to Exhibit 10.50 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended January 31,
1999).
|
|
10.56
|
License
Agreement dated as of March 8, 1999 by and between Registrant and
Schering
A.G. (Incorporated
by reference to Exhibit 10.56 to Registrant's Annual Report on
Form 10-K
for the year ended April 30, 1999).**
|
|
10.57
|
Patent
License Agreement dated October 8, 1998 between Registrant and
the Board
of Regents of the University of Texas System for patents related
to
Targeting the Vasculature of Solid Tumors (Vascular Targeting Agent
patents) (Incorporated
by reference to Exhibit 10.57 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended July 31, 1999).
|
|
10.58
|
Patent
License Agreement dated October 8, 1998 between Registrant and
the Board
of Regents of the University of Texas System for patents related
to the
Coagulation of the Tumor Vasculature (Vascular Targeting Agent
patents)
(Incorporated
by reference to Exhibit 10.58 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended July 31, 1999).
|
|
10.59
|
License
Agreement between Northwestern University and Registrant dated
August 4,
1999 covering the LYM-1 and LYM-2 antibodies (Oncolym) (Incorporated
by reference to Exhibit 10.59 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended July 31, 1999).
|
|
10.64
|
Regulation
D Subscription Agreement dated January 6, 2000 between Registrant
and
Subscribers, Swartz Investments, LLC and Biotechnology Development,
LTD.
(Incorporated by reference to Exhibit 10.64 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended January 31,
2000).
|
|
10.65
|
Registration
Right Agreement dated January 6, 2000 between Registrant and Subscribers
of the Regulation D Subscription Agreement dated January 6, 2000
(Incorporated
by reference to Exhibit 10.65 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended January 31, 2000).
|
|
10.66
|
Form
of Warrant to be issued to Subscribers pursuant to the Regulation
D
Subscription Agreement dated January 6, 2000 (Incorporated
by reference to Exhibit 10.66 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended January 31, 2000).
|
|
10.67
|
Warrant
to purchase 750,000 shares of Common Stock of Registrant issued
to Swartz
Private Equity, LLC dated November 19, 1999 (Incorporated
by reference to Exhibit 10.67 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended January 31,
2000).
|
EXHIBIT
NUMBER |
DESCRIPTION |
|
10.68
|
Amendment
Agreement dated June 14, 2000 to the License Agreement dated March
8, 1999
by and between Registrant and Schering A.G. (Incorporated by reference
to
Exhibit 10.68 to Registrant's Registration Statement on Form S-3
(File No.
333-40716)).
|
|
10.69
|
Waiver
Agreement effective December 29, 1999 by and between Registrant
and
Biotechnology Development Ltd. (Incorporated by reference to Exhibit
10.69
to Registrant's Registration Statement on Form S-3 (File No.
333-40716)).
|
|
10.70
|
Joint
Venture Agreement dated May 11, 2000 by and between Registrant
and
Oxigene, Inc. (Incorporated by reference to Exhibit 10.70 to Registrant's
Registration Statement on Form S-3 (File No.
333-40716)).
|
|
10.73
|
Common
Stock Purchase Agreement to purchase up to 6,000,000 shares of
Common
Stock of Registrant issued to ZLP Master Fund, LTD, ZLP Master
Technology
Fund, LTD, Eric Swartz, Michael C. Kendrick, Vertical Ventures
LLC and
Triton West Group, Inc. dated November 16, 2001 (Incorporated by
reference
to Exhibit 10.73 to Registrant’s Current Report on Form 8-K dated November
19, 2001, as filed with the Commission on November 19,
2001).
|
|
10.74
|
Form
of Warrant to be issued to Investors pursuant to the Common Stock
Purchase
Agreement dated November 16, 2001 (Incorporated by reference to
Exhibit
10.74 to Registrant’s Current Report on Form 8-K dated November 19, 2001,
as filed with the Commission on November 19, 2001).
|
|
10.75
|
Common
Stock Purchase Agreement to purchase 1,100,000 shares of Common
Stock of
Registrant issued to ZLP Master Fund, LTD and Vertical Capital
Holdings,
Ltd. dated January 28, 2002 (Incorporated by reference to Exhibit
10.75 to
Registrant’s Current Report on Form 8-K dated January 31, 2002, as filed
with the Commission on February 5, 2002).
|
|
10.76
|
Form
of Warrant to be issued to Investors pursuant to the Common Stock
Purchase
Agreement dated January 28, 2002 (Incorporated by reference to
Exhibit
10.76 to Registrant’s Current Report on Form 8-K dated January 31, 2002,
as filed with the Commission on February 5, 2002).
|
|
10.77
|
Securities
Purchase Agreement dated as of August 9, 2002 between Registrant
and
Purchasers (Incorporated by reference to Exhibit 10.77 to Registrant’s
Registration Statement on Form S-3 (File No. 333-99157), as filed
with the
Commission on September 4, 2002).
|
|
10.78
|
Form
of Convertible Debentures issued to Purchasers pursuant to Securities
Purchase Agreement dated August 9, 2002 (Incorporated by reference
to
Exhibit 10.78 to Registrant’s Registration Statement on Form S-3 (File No.
333-99157), as filed with the Commission on September 4,
2002).
|
|
10.79
|
Registration
Rights Agreement dated August 9, 2002 between Registrant and Purchasers
of
Securities Purchase Agreements dated August 9, 2002 (Incorporated
by
reference to Exhibit 10.79 to Registrant’s Registration Statement on Form
S-3 (File No. 333-99157), as filed with the Commission on September
4,
2002).
|
|
10.80
|
Form
of Warrant to be issued to Purchasers pursuant to Securities Purchase
Agreement dated August 9, 2002 (Incorporated by reference to Exhibit
10.80
to Registrant’s Registration Statement on Form S-3 (File No. 333-99157),
as filed with the Commission on September 4, 2002).
|
|
10.81
|
Form
of Warrant issued to Debenture holders pursuant to Securities Purchase
Agreement dated August 9, 2002 (Incorporated by reference to Exhibit
10.81
to Registrant’s Registration Statement on Form S-3 (File No. 333-99157),
as filed with the Commission on September 4, 2002).
|
|
10.82
|
Form
of Adjustment Warrant issued to Investors pursuant to Securities
Purchase
Agreement dated August 9, 2002 (Incorporated by reference to Exhibit
10.82
to Registrant’s Registration Statement on Form S-3 (File No. 333-99157),
as filed with the Commission on September 4,
2002).
|
EXHIBIT
NUMBER |
DESCRIPTION |
10.83
|
Securities
Purchase Agreement dated as of August 9, 2002 between Registrant
and ZLP
Master Fund, Ltd. (Incorporated by reference to Exhibit 10.83
to
Registrant’s Registration Statement on Form S-3 (File No. 333-99157),
as
filed with the Commission on September 4,
2002).
|
10.84
|
Registration
Rights Agreement dated August 9, 2002 between Registrant and ZLP
Master
Fund, Ltd. (Incorporated by reference to Exhibit 10.84 to Registrant’s
Registration Statement on Form S-3 (File No. 333-99157), as filed
with the
Commission on September 4, 2002).
|
|
10.85
|
Form
of Warrant to be issued to ZLP Master Fund, Ltd. pursuant to Securities
Purchase Agreement dated August 9, 2002 (Incorporated by reference
to
Exhibit 10.85 to Registrant’s Registration Statement on Form S-3 (File No.
333-99157), as filed with the Commission on September 4,
2002).
|
|
10.86
|
Form
of Adjustment Warrant issued to ZLP Master Fund, Ltd. pursuant
to
Securities Purchase Agreement dated August 9, 2002 (Incorporated
by
reference to Exhibit 10.86 to Registrant’s Registration Statement on Form
S-3 (File No. 333-99157), as filed with the Commission on September
4,
2002).
|
|
10.87
|
Common
Stock Purchase Agreement dated June 6, 2003 between Registrant
and eight
institutional investors (Incorporated
by reference to Exhibit 10.87 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended July 31, 2003).
|
|
10.88
|
Common
Stock Purchase Agreement dated June 6, 2003 between Registrant
and one
institutional investor (Incorporated
by reference to Exhibit 10.88 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended July 31, 2003).
|
|
10.89
|
Common
Stock Purchase Agreement dated June 26, 2003 between Registrant
and seven
institutional investors (Incorporated
by reference to Exhibit 10.89 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended July 31, 2003).
|
|
10.90
|
Common
Stock Purchase Agreement dated July 24, 2003 between Registrant
and one
institutional investor (Incorporated
by reference to Exhibit 10.90 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended July 31, 2003).
|
|
10.91
|
Common
Stock Purchase Agreement dated September 18, 2003 between Registrant
and
one institutional investor (Incorporated
by reference to Exhibit 10.91 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended October 31, 2003).
|
|
10.92
|
Common
Stock Purchase Agreement dated January 22, 2004 between Registrant
and one
institutional investor (Incorporated
by reference to Exhibit 10.92 to Registrant's Quarterly Report
on Form
10-Q for the quarter ended January 31, 2004).
|
|
10.93
|
Common
Stock Purchase Agreement dated March 31, 2004 between Registrant
and one
institutional investor (Incorporated by reference to Exhibit 10.93
to
Registrant’s Annual Report on Form 10-K for the year ended April 30,
2005).
|
|
10.95
|
2003
Stock Incentive Plan Non-qualified Stock Option Agreement (Incorporated
by
reference to the exhibit contained in Registrant’s Registration Statement
in form S-8 (File No. 333-121334)).*
|
|
10.96
|
2003
Stock Incentive Plan Incentive Stock Option Agreement (Incorporated
by
reference to the exhibit contained in Registrant’s Registration Statement
in form S-8 (File No. 333-121334)).*
|
|
10.97
|
Common
Stock Purchase Agreement dated January 31, 2005 between Registrant
and one
institutional investor (Incorporated by reference to Exhibit 10.97
to
Registrant’s Quarterly Report on Form 10-Q for the quarter ended January
31, 2005).
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm ***
|
|
23.2
|
Consent
of Snell & Wilmer LLP (included in Exhibit 5.1)
***
|
|
*
**
***
|
This
Exhibit is a management contract or a compensation plan or
arrangement.
Portions
omitted pursuant to a request of confidentiality filed separately
with the
Commission.
Filed
herewith.
|
Re:
|
Registration
Statement on Form S-3
|
Peregrine
Pharmaceuticals, Inc., Common Stock, par value $.001 per
share
|
the
offering and sale of the Shares as contemplated by the Registration
Statement, the prospectus contained therein and any amendments or
supplements thereto, and in accordance with the Company's actions
authorizing the sale of the Shares;
and
|
receipt
by the Company of the consideration for the Shares, as contemplated
by the
Registration Statement, the prospectus contained therein and any
amendments or supplements thereto;
|
Very truly yours, | |||
/S/ SNELL & WILMER LLP | |||
SNELL & WILMER LLP |