CONFIDENTIAL TREATMENT REQUESTED] FINANCING AGREEMENTFinancing Agreement • December 23rd, 2004 • Cell Therapeutics Inc • Pharmaceutical preparations
This Financing Agreement (this “Agreement”), is entered into as of December 21, 2004 (the “Effective Date”), between, on the one hand, Cell Therapeutics, Inc., a Washington corporation, with a principal place of business at 501 Elliott Avenue West, Suite 400, Seattle, WA 98119 (“CTI”), and PolaRx Biopharmaceuticals, Inc., a Delaware corporation and a wholly-owned subsidiary of CTI (“PolaRx”) (together CTI and PolaRx are referred to as the “CTI Parties” and individually as a “CTI Party”); and, on the other hand, PharmaBio Development, Inc., a North Carolina corporation, with a principal place of business at 4709 Creekstone Drive, Suite 200, Durham, NC, 27703 (“PharmaBio”). The CTI Parties and PharmaBio are each referred to herein by name or, individually, as a “Party” or, collectively, as “Parties.”
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • December 23rd, 2004 • Cell Therapeutics Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December , 2004, by and among Cell Therapeutics, Inc., a Washington corporation, with headquarters located at 501 Elliot Avenue West, Suite 400, Seattle, Washington 98119 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
CELL THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2004 • Cell Therapeutics Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of the 21st day of December, 2004, by and between Cell Therapeutics, Inc., a Washington corporation (the “Company”), and the investor set forth on the signature page hereto (“Investor”).
GUARANTY AGREEMENTGuaranty Agreement • December 23rd, 2004 • Cell Therapeutics Inc • Pharmaceutical preparations
GUARANTY AGREEMENT (this “Agreement”) dated as of December 21, 2004, between POLARX BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Guarantor”), and PHARMABIO DEVELOPMENT INC., a North Carolina corporation (“PharmaBio”).
SECURITY AGREEMENTSecurity Agreement • December 23rd, 2004 • Cell Therapeutics Inc • Pharmaceutical preparations
SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 21, 2004, among CELL THERAPEUTICS, INC., a Washington corporation (the “Debtor”), POLARX BIOPHARMACEUTICALS, INC., a Delaware corporation and wholly-owned subsidiary of the Debtor (the “Subsidiary Guarantor” and, together with the Debtor, the “Grantors”), and PHARMABIO DEVELOPMENT INC., a North Carolina corporation (the “Secured Party”).
