May 2, 2007
May
2,
2007
Xmark
Opportunity Fund, L.P.
Xmark
Opportunity Fund, Ltd.
Xmark
JV
Investment Partners LLC
000
Xxxxxxx Xxxx, Xxxxx 0000
Stamford,
CT 06901
Caduceus
Master Fund Limited
Caduceus
Capital II, L.P.
UBS
Eucalyptus Fund, L.L.C.
PW
Eucalyptus Fund, Ltd.
HFR
SHC
Aggressive Master Trust
c/o
OrbiMed Advisors LLC
000
Xxxxx
Xxxxxx, 00xx Xxxxx
New
York,
NY 10017
Ladies
and Gentlemen:
Reference
is made herein to that certain Securities Purchase Agreement (the “Original
Purchase Agreement”), dated as of April 12, 2007, by and among Novelos
Therapeutics, Inc., a Delaware corporation (the “Company”), Xmark Opportunity
Fund, L.P., a Delaware limited partnership (“Xmark LP”), Xmark Opportunity Fund,
Ltd., a Cayman Islands exempted company (“Xmark Ltd”), Xmark JV Investment
Partners LLC, a Delaware limited liability company (“Xmark LLC” and together
with Xmark LP and Xmark Ltd, the “Xmark Entities”), Caduceus Master Fund
Limited, a Bermuda corporation (“Caduceus Master”), Caduceus Capital II, L.P., a
Delaware limited partnership (“Caduceus Capital”), UBS Eucalyptus Fund, L.L.C.,
a Delaware registered investment company (“UBS Eucalyptus”), PW Eucalyptus Fund,
Ltd., a Cayman Islands investment company (“PW Eucalyptus”) and HFR SHC
Aggressive Master Trust, a Bermuda trust (“HFR” and together with Caduceus
Master, Caduceus Capital, UBS Eucalyptus, PW Eucalyptus, the “OrbiMed Entities”,
and the OrbiMed Entities and the Xmark Entities together, the “Lead Investors”),
and the other investors set forth on Schedule I affixed thereto (each an
“Investor” and collectively the “Investors”; for the avoidance of doubt, the
Lead Investors are each an Investor) All capitalized terms used, but not
otherwise defined, herein shall have the meanings ascribed to such terms in
the
Original Purchase Agreement.
The
terms
of the Original Purchase Agreement are hereby amended by the Company and the
Lead Investors as follows (which amended terms shall be binding on all Investors
as provided for in the Original Purchase Agreement):
1. Recital
A
of the Original Purchase Agreement is hereby amended (i) to change the number
of
shares of Preferred Stock to be issued pursuant to the Original Purchase
Agreement from “up to 1,500 shares” to “up to 300 shares” and (ii) to change the
stated value of the Preferred Stock from “$10,000.00” to “$50,000.00”.
2. Schedule
I of the Original Purchase Agreement is hereby amended to reduce the number
of
shares of Preferred Stock being purchased by each Investor by dividing (i)
the
number of shares listed under the heading “Number of Shares of Preferred Stock”
on Schedule I of the Original Purchase Agreement with respect to each Investor
by (ii) five (5).
3. The
form
of Certificate of Designations attached as Exhibit A to the Original Purchase
Agreement is hereby replaced in its entirety with the form of Certificate of
Designations attached hereto as Exhibit
A
and made
a part hereof.
Unless
otherwise provided herein, all rights and obligations of the Investors set
forth
in the Original Purchase Agreement shall remain in full force and effect in
accordance with the terms and conditions set forth in the Original Purchase
Agreement.
Please
confirm that the foregoing correctly and completely sets forth our understanding
of the subject matter contained herein by signing where indicated
below.
|
Very
truly yours,
|
||
| |
|
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| By: | /s/ Xxxxx X. Xxxxxx | |
|
Name:
Xxxxx X. Xxxxxx
Title:
President and CEO
|
||
XMARK OPPORTUNITY FUND, LTD.
By:
Xmark
Opportunity Manager, LLC,
its
Investment Manager
By:
Xmark
Opportunity Partners, LLC,
its
Sole
Member
By:
Xmark
Capital Partners, LLC,
its
Managing Member
By:
/s/
Xxxxxxxx X. Xxxx
Name:
Xxxxxxxx X. Xxxx
Title:
Chief
Executive Officer
XMARK
OPPORTUNITY FUND, L.P.
By:
Xmark
Opportunity GP, LLC,
its
General Partner
By:
Xmark
Opportunity Partners, LLC,
its
Sole
Member
By:
Xmark
Capital Partners, LLC,
its
Managing Member
By:
/s/
Xxxxxxxx X. Xxxx
Name:
Xxxxxxxx X. Xxxx
Title:
Chief
Executive Officer
XMARK
JV INVESTMENT PARTNERS, LLC
By:
Xmark
Opportunity Partners, LLC,
its
Investment Manager
By:
Xmark
Capital Partners, LLC,
its
Managing Member
By:
/s/
Xxxxxxxx X. Xxxx
Name:
Xxxxxxxx X. Xxxx
Title:
Chief
Executive Officer
CADUCEUS
MASTER FUND LIMITED
By:
/s/
Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
Managing Partner, OrbiMed Advisors LLC
CADUCEUS
CAPITAL II, L.P.
By:
/s/
Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
Managing Partner, OrbiMed Advisors LLC
UBS
EUCALYPTUS FUND, L.L.C.
By:
/s/
Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
Managing Partner, OrbiMed Advisors LLC
PW
EUCALYPTUS FUND, LTD.
By:
/s/
Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
Managing Partner, OrbiMed Advisors LLC
HFR
SHC AGGRESSIVE MASTER TRUST
By:
/s/
Xxxx
Xxxxx
Name:
Xxxx Xxxxx, for and on behalf of HFR Asset
Management,
LLC
Title:
Attorney-in-fact
Exhibit
A
Certificate
of Designations
[See
Exhibit 3.2 of this filing]
