0001193125-06-167737 Sample Contracts

THRESHOLD PHARMACEUTICALS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • August 9th, 2006 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California

The Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of August 9, 2006 (the “Effective Date”), by and between Michael S. Ostrach (the “Employee”) and Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and supersedes and replaces in its entirety the prior Change of Control Severance Agreement entered into by Employee and the Company. Certain capitalized terms used in this Agreement are defined in Section 1 below.

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THRESHOLD PHARMACEUTICALS, INC. and MELLON INVESTOR SERVICES LLC Rights Agent PREFERRED SHARES RIGHTS AGREEMENT Dated as of August 8, 2006
Preferred Shares Rights Agreement • August 9th, 2006 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Preferred Shared Rights Agreement, dated as of August 8, 2006, is made between Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).

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