0001144204-08-022019 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 14th, 2008 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 11th day of April, 2008 by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), the “Investors” named in that certain Securities Purchase Agreement, dated March 26, 2008, as amended on April 9, 2008, by and among the Company and the Investors (the “Securities Purchase Agreement”), and the holders of the Series B Warrants (as defined below). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement.

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 14th, 2008 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York

This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”) dated as of April 11, 2008, is entered into by and between Novelos Therapeutics, Inc., a Delaware Corporation (the “Company”) and the entities listed on the signature pages hereto (collectively, the “Series B Holders”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 14th, 2008 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of this 26th day of March, 2008 (the “Signing Date”) by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), the holders of Series B Preferred Stock (as defined below), and the investors set forth on Schedule I affixed hereto, as such Schedule may be amended from time to time in accordance with the terms of this Agreement (each an “Investor” and collectively the “Investors”).

WARRANT AMENDMENT AGREEMENT
Warrant Amendment Agreement • April 14th, 2008 • Novelos Therapeutics, Inc. • Pharmaceutical preparations

THIS WARRANT AMENDMENT AGREEMENT (“Amendment”) is made as of this 11th day of April, 2008 by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”) and the undersigned holders of warrants to purchase 7,500,000 shares of the Company’s common stock dated May 2, 2007 (the “Series B Warrants”) issued pursuant a certain Securities Purchase Agreement, dated as of April 12, 2007, by and among the Corporation and the Investors signatory thereto (as amended on May 2, 2007, the “Series B Purchase Agreement”). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Series B Warrants.

AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 14th, 2008 • Novelos Therapeutics, Inc. • Pharmaceutical preparations • New York

This AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (the “Amendment”) dated as of April 9, 2008, is entered into by and between Novelos Therapeutics, Inc., a Delaware Corporation (the “Company”) and the investors listed on the signature pages hereto (each an “Investor” and collectively the “Investors”).

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