0001193125-11-064257 Sample Contracts

14,313,081 Shares Warrants to Purchase 5,725,227 Shares THRESHOLD PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 11th, 2011 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York
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THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 11th, 2011 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Third Amendment to the Preferred Shares Rights Agreement (this “Amendment”), dated as of March 11, 2011, 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, as amended (the “Rights Agreement”), by and between the Company and the Rights Agent.

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