AMENDMENT No. 1 TO EXCLUSIVE PATENT LICENSE AGREEMENT

Exhibit 10.18

AMENDMENT No. 1 TO EXCLUSIVE PATENT LICENSE AGREEMENT

This Amendment No. 1 to Exclusive Patent License Agreement (AMENDMENT ONE) is made and entered into as of June 1, 2009 by and between Peregrine Pharmaceuticals, Inc. (LICENSEE) and the Board of Regents (BOARD) of The University of Texas System (SYSTEM).

RECITALS

A.  LICENSEE and BOARD entered into an Exclusive Patent License Agreement effective as of August 18, 2005 (3G4 AGREEMENT).

B.  LICENSEE and BOARD wish to amend the terms of the 3G4 AGREEMENT to revise the royalty provisions as set forth below.

NOW, THEREFORE, it is hereby agreed as follows:

1.   Section 5.1c of the 3G4 AGREEMENT shall be revised to read in its entirety as follows:

“c.           a running royalty equal to [***] of NET SALES, provided however, if a royalty is payable on the same LICENSED PRODUCT under any other license agreement between BOARD and LICENSEE covering patents naming Xxxxxx Xxxxxx as inventor and developed at UT SOUTHWESTERN, then LICENSEE shall pay either (i) the royalty on NET SALES of such LICENSED PRODUCT under this AGREEMENT, or (ii) the royalty due on such LICENSED PRODUCT under such other agreement, whichever is higher;”

2.   Section 5.1f of the 3G4 AGREEMENT shall be deleted in its entirety and subsequent Sections 5.1g, 5.1h, and 5.1i shall be renumbered 5.1f, 5.1g and 5.1h respectively.

3.   Except as expressly provided in this AMENDMENT ONE, all other terms, conditions and provisions of the 3G4 AGREEMENT shall continue in full force and effect as provided therein.

4.   This AMENDMENT ONE may be executed in counterparts, each of which shall be deemed original, and in aggregate shall constitute one and the same instrument.  Transmission by facsimile, email or other form of electronic transmission of an executed counterpart of this AMENDMENT ONE shall be deemed to constitute due and sufficient delivery of such counterpart.

[***] The following portion has been omitted pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.

Page 1 of 2

IN WITNESS WHEREOF, LICENSEE and BOARD have entered into this AMENDMENT ONE effective as of the date first set forth above.

BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM	PEREGRINE PHARMACEUTICALS, INC.
By   /s/ Xxxx X. Xxxx	By   /s/ Xxxxxx X. Xxxx
Xxxx X. Xxxx	Xxxxxx X. Xxxx
Executive Vice President for Business Affairs	President and CEO
UT Southwestern Medical Center at Dallas
Date   7/23/09	Date   7-10-09

Approved as to Content:

By   /s/ Xxxxxx X. Xxxxx                                                    

Xxxxxx X. Xxxxx, M.D.

Vice President for Technology Development

UT Southwestern Medical Center at Dallas

Date   7/21/09                       

Page 2 of 2