0001193125-08-150254 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 14th, 2008 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 9, 2008, by and among Threshold Pharmaceuticals, Inc., a Delaware corporation with headquarters located at 1300 Seaport Boulevard, Redwood City, CA 94063 (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).

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AMENDMENT TO RIGHTS AGREEMENT
Preferred Shares Rights Agreement • July 14th, 2008 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Amendment to the Preferred Shares Rights Agreement (this “Amendment”), dated as of July 10, 2008, between Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), amends that certain Preferred Shares Rights Agreement, dated as of August 8, 2006, by and between the Company and the Rights Agent (the “Rights Agreement”).

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