INVESTMENT AGREEMENT by and among THE PURCHASERS NAMED HEREIN and TALON THERAPEUTICS, INC. JANUARY 9, 2012Investment Agreement • January 10th, 2012 • Talon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Talon Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees with (i) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together with any successor, assign or transferee, including any transferee of the Securities (as defined herein), “WPX”), and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together with any successor, assign or transferee, including any transferee of the Securities, “WP Partners”, and together with WPX, each a “WP Purchaser” and collectively the “WP Purchasers”), and (ii) Deerfield Private Design Fund, L.P., a Delaware limited partnership (together with any successor, assign or transferee, including any transferee of the Securities, “Deerfield Private Design”), Deerfield Private Design International, L.P., a limited partnership organized under the laws of the British Virgin Islands (together with any successor, assign or transferee, including any transferee of the Securities, “Deerfield Private Design Interna
ContractRegistration Rights Agreement • January 10th, 2012 • Talon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
SECOND AMENDMENT TO FACILITY AGREEMENTFacility Agreement • January 10th, 2012 • Talon Therapeutics, Inc. • Pharmaceutical preparations • New York
SECOND AMENDMENT, dated as of January 9, 2012 (this “Amendment”), to that certain Facility Agreement, dated as of October 30, 2007 (as amended, supplemented or otherwise modified from time to time, the “Facility Agreement”), between Talon Therapeutics, Inc. (formerly known as Hana Biosciences Inc.) (the “Borrower”) and Deerfield Private Design Fund, L.P. (“Deerfield Private Design Fund”), Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations Fund”), Deerfield Special Situations Fund International Limited (“Deerfield International”) and Deerfield Private Design International, L.P. (“Deerfield Private Design International” and, together with Deerfield Private Design Fund, Deerfield Special Situations Fund and Deerfield International, the “Lenders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Facility Agreement.
AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENTInvestment Agreement • January 10th, 2012 • Talon Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AMENDMENT NO. 1 (this “Amendment”), dated as of January 9, 2012, to the Investment Agreement, dated as of June 7, 2010 (the “Investment Agreement”), by and among Talon Therapeutics, Inc., a Delaware corporation (formerly Hana Biosciences, Inc.) (the “Company”), Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WPX”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP Partners”, and together with WPX, each a “WP Purchaser” and collectively the “WP Purchasers”), Deerfield Private Design Fund, L.P., a Delaware limited partnership (“Deerfield Private Design”), Deerfield Private Design International, L.P., a limited partnership organized under the laws of the British Virgin Islands (“Deerfield Private Design International”), Deerfield Special Situations Fund, L.P., a Delaware limited partnership (“Deerfield Special Situations”), and Deerfield Special Situations Fund International Limited, an entity organized under the laws of the British Virgin Island
