Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
|
|
95-3698422
(I.R.S.
Employer
Identification
No.)
|
14272
Franklin Avenue
Tustin,
California 92780-7017
(714)
508-6000
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
|
||||
Paul
J. Lytle, Chief Financial Officer
Peregrine
Pharmaceuticals, Inc.
14272
Franklin Avenue
Tustin,
California 92780-7017
(714)
508-6000
(Name,
address, including zip code, and telephone number, including area
code, of
agent for service)
|
CALCULATION
OF REGISTRATION FEE
|
||
Title
of securities to be registered
|
Proposed
maximum aggregate
offering
price(1)
|
Amount
of registration fee(2)
|
Common
Stock, $0.001 par value
|
$30,000,000
|
$3,210
|
(1)
|
Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(o) under the Securities Act of 1933, as
amended.
|
(2)
|
Calculated
pursuant to Rule 457(o) based on an estimate of the proposed maximum
aggregate offering price.
|
·
|
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.
|
ABOUT
THIS PROSPECTUS
|
1
|
OUR
BUSINESS
|
1
|
RISK
FACTORS
|
4
|
FORWARD-LOOKING
STATEMENTS
|
15
|
USE
OF PROCEEDS
|
15
|
DESCRIPTION
OF COMMON STOCK
|
15
|
PLAN
OF DISTRIBUTION
|
16
|
LEGAL
MATTERS
|
17
|
EXPERTS
|
17
|
WHERE
TO LEARN MORE ABOUT US
|
17
|
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
|
18
|
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
|
19
|
Product
|
Indication
|
Trial
Design
|
Status
|
||
Bavituximab
|
Solid
tumor cancers
|
Phase
Ia repeat dose monotherapy safety study to treat up to 28
patients.
|
Patients
are currently being screened and enrolled at up to 5 centers in the
U.S.
|
||
Bavituximab
plus chemotherapy
|
Solid
tumor cancers
|
Phase
Ib repeat dose combination therapy safety study to treat up to 12
evaluable patients with 8 weekly doses of bavituximab in combination
with
chemotherapy agents.
|
Patients
are currently being screened and enrolled at up to 3 centers in
India.
|
||
Cotara®
|
Brain
cancer (glioblastoma multiforme)
|
Dosimetry
and dose confirmation study designed to treat up to 12 evaluable
patients
at 1st and 2nd relapse in collaboration with New Approaches to Brain
Tumor
Therapy.
|
Patients
are currently being screened and enrolled at up to 4 centers in the
U.S.
|
||
Cotara®
|
Brain
cancer (glioblastoma multiforme)
|
Phase
II safety and efficacy study to treat up to 40 patients at 1st
relapse.
|
Regulatory
approval has been received for the protocol in India. Manufacturing
development is proceeding in India and approval is anticipated in
the near
term.
|
||
Bavituximab
|
Chronic
Hepatitis C Virus ("HCV") infection
|
Phase
Ib repeat dose safety study in 24 patients.
|
All
patients have been enrolled at U.S. sites and are currently completing
the
12-week follow-up period.
|
Common
stock offered in this prospectus
|
$30,000,000
aggregate gross sales proceeds
|
Common
stock outstanding before this offering
|
196,112,201
shares (1)
|
Use
of proceeds
|
See
“Use of Proceeds”
|
Nasdaq
Capital Market symbol
|
PPHM
|
|
Number
of Shares
of
Common Stock
Reserved
For
Issuance
|
|||
Shares
reserved under shelf registration statements
|
5,030,634
|
|||
Options
issued, outstanding and reserved for future issuance
|
16,449,833
|
|||
Warrants
issued and outstanding
|
697,865
|
|||
Total
shares reserved
|
22,178,332
|
·
|
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;
|
·
|
inability
to market products due to third party proprietary rights;
and
|
·
|
failure
to achieve market acceptance.
|
Net
Loss
|
||||
Six
months ended October 31, 2006 (unaudited)
|
$
|
10,527,000
|
||
Fiscal
Year 2006
|
$
|
17,061,000
|
||
Fiscal
Year 2005
|
$
|
15,452,000
|
||
Fiscal
Year 2004
|
$
|
14,345,000
|
·
|
slower
than expected rates of patient recruitment due to narrow screening
requirements;
|
·
|
the
inability of patients to meet FDA imposed protocol
requirements;
|
·
|
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;
|
·
|
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
|
·
|
government
or regulatory delays or “clinical holds” requiring suspension or
termination of the trials.
|
·
|
production
yields;
|
·
|
quality
control and quality 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 thirty 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
of
Common Stock
Reserved
For
Issuance
|
||||
Shares
reserved for under two effective shelf
registration statements
|
5,893,466
|
|||
Common
shares reserved for issuance under stock option plans
|
11,495,000
|
|||
Common
shares available for future grant under option plans
|
4,954,833
|
|||
Common
shares issuable upon exercise of outstanding warrants
|
697,865
|
|||
Total
|
23,041,164
|
Common
Stock
Sales
Price
|
Common
Stock
Daily
Trading Volume
(000’s
omitted)
|
|||||||
High
|
Low
|
High
|
Low
|
|||||
Fiscal
Year 2007
|
||||||||
Quarter
Ended October 31, 2006
|
$1.49
|
$1.12
|
3,761
|
277
|
||||
Quarter
Ended July 31, 2006
|
$1.99
|
$1.30
|
23,790
|
429
|
||||
Fiscal
Year 2006
|
||||||||
Quarter
Ended April 30, 2006
|
$1.76
|
$1.20
|
9,922
|
391
|
||||
Quarter
Ended January 31, 2006
|
$1.40
|
$0.88
|
12,152
|
251
|
||||
Quarter
Ended October 31, 2005
|
$1.28
|
$0.91
|
4,619
|
156
|
||||
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
|
·
|
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
|
·
|
healthcare
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 our patented
technologies.
|
·
|
no
stockholder action may be taken without a meeting, without prior
notice
and without a vote; solicitations by consent are thus
prohibited;
|
·
|
special
meetings of stockholders may be called only by our Board of Directors;
and
|
·
|
our
Board of Directors has the authority, without further action by the
stockholders, to fix the rights and preferences, and issue shares,
of
preferred stock. An issuance of preferred stock with dividend and
liquidation rights senior to the common stock and convertible into
a large
number of shares of common stock could prevent a potential acquiror
from
gaining effective economic or voting
control.
|
1.
|
our
Annual Report on Form 10-K for the fiscal year ended April 30,
2006, as
filed with the Commission on July 14, 2006, under Section 13(a)
of the
Securities Exchange Act of 1934;
|
2.
|
our
Quarterly
Reports on Form 10-Q for the quarters ended July 31, 2006 and October
31,
2006 filed with the Commission on September 11, 2006 and December
8, 2006,
respectively;
|
3.
|
our
Current Reports on Form 8-K as furnished to the Commission on July
24,
2006, September 11, 2006, November 14, 2006 and December 8, 2006,
|
|
|
4.
|
our
Definitive Proxy Statement with respect to the Annual Meeting of
Stockholders held on October 24, 2006, as filed with the Commission
on
August 28, 2006;
|
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;
|
6.
|
the
description of our preferred stock purchase rights contained in
our Form
8-A filed under the Securities Exchange Act of 1934 on March 17,
2006,
including any amendment or report filed for the purpose of updating
such
descriptions; and
|
7.
|
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,
2006.
|
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
|
|||
ABOUT
THIS PROSPECTUS
|
1
|
Common
Stock
|
|
OUR
BUSINESS
|
1
|
||
RISK
FACTORS
|
4
|
||
FORWARD-LOOKING
STATEMENTS
|
15
|
||
USE
OF PROCEEDS
|
15
|
||
DESCRIPTION
OF COMMON STOCK
|
15
|
||
PLAN
OF DISTRIBUTION
|
16
|
||
LEGAL
MATTERS
|
17
|
||
EXPERTS
|
17
|
||
WHERE
TO LEARN MORE ABOUT US
|
17
|
|
|
INCORPORATION
OF CERTAIN
DOCUMENTS
BY REFERENCE
|
18
|
Prospectus
|
|
DISCLOSURE OF COMMISSION |
|
||
POSITION
ON INDEMNIFICATION
|
|||
FOR
SECURITIES ACT LIABILITIES
|
19
|
||
Dated:
January __, 2007
|
SEC
registration fee
|
$
|
3,210
|
||
Printing
and engraving expenses
|
2,500
|
* | ||
Legal
fees and expenses
|
10,000
|
* | ||
Accounting
fees and expenses
|
10,000
|
* | ||
Miscellaneous
|
3,000
|
* | ||
Total
|
$
|
28,710
|
By:
|
/s/
Steven W. King
|
|
Steven
W. King,
|
|
President
and Chief Executive Officer,
|
Director
|
SIGNATURE
|
TITLE
|
DATE
|
||
/s/
Steven W. King
|
President
and Chief Executive Officer, Director
|
January
11, 2007
|
||
Steven
W. King
|
||||
/s/
Paul J. Lytle
|
Chief
Financial Officer (signed both
|
January
11, 2007
|
||
Paul
J. Lytle
|
as
an officer duly authorized to
|
|||
sign
on behalf of the Registrant
|
||||
as
Principal Financial Officer and
|
||||
Principal
Accounting Officer)
|
||||
/s/
Thomas A. Waltz
|
Chairman
of the Board and Director
|
January
11, 2007
|
||
Thomas
A. Waltz, M.D.
|
||||
/s/
Carlton M. Johnson
|
Director
|
January
11, 2007
|
||
Carlton
M. Johnson
|
||||
/s/
David H. Pohl
|
Director
|
January
11, 2007
|
||
David
H. Pohl
|
||||
/s/
Eric S. Swartz
|
Director
|
January
11, 2007
|
||
Eric
S. Swartz
|
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).
|
3.6
|
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 fifty million shares (Incorporated by reference
to
Exhibit 3.6 to Registrant’s Quarterly Report on Form 10-Q for the quarter
ended October 31, 2005).
|
3.7
|
Certificate
of Designation of Rights, Preferences and Privileges of Series D
Participating Preferred Stock of the Registrant, as filed with
the
Secretary of State of the State of Delaware on March 16, 2006.
(Incorporated by reference to Exhibit 3.7 to Registrant’s Current Report
on Form 8-K as filed with the Commission on March 17,
2006).
|
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).
|
4.13
|
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)).*
|
4.19
|
Preferred
Stock Rights Agreement, dated as of March 16, 2006, between the
Company
and Integrity Stock Transfer, Inc., including the Certificate of
Designation, the form of Rights Certificate and the Summary of
Rights
attached thereto as Exhibits A, B and C, respectively (Incorporated
by
reference to Exhibit 4.19 to Registrant’s Current Report on Form 8-K as
filed with the Commission on March 17, 2006).
|
5.1
|
Opinion
of Snell & Wilmer LLP***
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
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).
|
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).
|
10.67
|
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).
|
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).
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
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).
|
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).
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
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).
|
10.98
|
Form
of Incentive Stock Option Agreement for 2005 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.98 to Registrant’s Current Report
on Form 8-K as filed with the Commission on October 28,
2005).*
|
10.99
|
Form
of Non-Qualified Stock Option Agreement for 2005 Stock Incentive
Plan
(Incorporated by reference to Exhibit 10.99 to Registrant’s Current Report
on Form 8-K as filed with the Commission on October 28,
2005).*
|
10.100
|
Peregrine
Pharmaceuticals, Inc. 2005 Stock Incentive Plan (Incorporated by
reference
to Exhibit B to Registrant’s Definitive Proxy Statement filed with the
Commission on August 29, 2005).*
|
10.101
|
First
Amendment to Lease and Agreement of Lease between TNCA, LLC, as
Landlord,
and Peregrine Pharmaceuticals, Inc., as Tenant, dated December
22, 2005
(Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report
on Form 8-K as filed with the Commission on December 23,
2005).
|
10.102
|
Common
Stock Purchase Agreement dated May 11, 2005 between Registrant
and one
institutional investor (Incorporated by reference to Registrant’s Current
Report on Form 8-K as filed with the Commission on May 11,
2005).
|
10.103
|
Common
Stock Purchase Agreement dated June 22, 2005 between Registrant
and one
institutional investor (Incorporated by reference to Exhibit 99.1
to
Registrant’s Current Report on Form 8-K as filed with the Commission on
June 24, 2005).
|
10.104
|
Common
Stock Purchase Agreement dated November 23, 2005 between Registrant
and
one institutional investor (Incorporated by reference to Registrant’s
Current Report on Form 8-K as filed with the Commission on November
23,
2005).
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
10.105
|
Common
Stock Purchase Agreement dated April 5, 2006 between Registrant
and one
institutional investor (Incorporated by reference to Exhibit 99.2
to
Registrant’s Current Report on Form 8-K as filed with the Commission on
April 6, 2006).
|
|
10.106
|
Form
of Incentive Stock Bonus Plan dated February 13, 2006 between
Registrant and key employees and consultants. *, **
|
|
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.
|
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 Board of
Directors 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;
|