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EXHIBIT 4.15





[Form
of Restricted Stock Issuance Agreement dated February 1, 2010]






PEREGRINE
PHARMACEUTICALS, INC.


[Plan
Year] STOCK INCENTIVE PLAN
 STOCK
ISSUANCE AGREEMENT
  This
Stock Issuance Agreement (this “Agreement”) is
entered into between Peregrine Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), and [First and Last Name](the “Grantee”), as of
[Grant Date]
(the “Date of
Grant”).
  RECITALS
  A. The
Company has adopted the Peregrine Pharmaceuticals, Inc. [Plan Year] Stock
Incentive Plan, as amended (the “Plan”), to allow the
Company to make grants that will provide an incentive to attract and retain
eligible individuals whose services are considered unusually valuable by
providing them an opportunity to have a proprietary interest in the success of
the Company.
  B. The
Company believes that entering into this Agreement with Grantee is consistent
with the above stated purposes.
  C. Any
capitalized term not otherwise defined will have the meaning ascribed to it in
the Plan.
  NOW, THEREFORE, in
consideration of the mutual covenants and conditions in this Agreement and for
other good and valuable consideration, the Company and Grantee agree as
follows:
  1. GRANT OF
RESTRICTED SHARES.
  Subject
to the terms of this Agreement, pursuant to action taken by the Compensation
Committee of the Company’s Board of Directors on [Grant Date],
the Company hereby grants [Restricted Shares] shares
(the “Restricted
Shares”) of the Company’s common stock (the “Common Stock”) to
Grantee.  The delivery of any documents evidencing the Restricted
Shares granted pursuant to this Agreement shall be subject to the provisions of
Section 3.E
below.
  2. RIGHTS OF
GRANTEE.
  Subject
to the provisions of this Agreement and the Plan, upon the issuance by the
Company to Grantee of any Restricted Shares pursuant hereto, Grantee will become
a stockholder with respect to all of the Restricted Shares granted to Grantee
pursuant to Section
1 and will have all of the rights of a shareholder in the Company with
respect to such Restricted Shares, including, without limitation, the right to
receive notice of, attend and vote at meetings of the Company’s stockholders and
to receive any dividend on such Restricted Shares that the Company may declare
and pay from time to time; provided, however, that such Restricted Shares will
be subject to the restrictions set forth in this Agreement.
  3. RESTRICTIONS
ON COMMON STOCK SUBJECT TO THIS AGREEMENT.
  A. Limitations on
Transfer.
  Grantee
agrees not to sell, transfer, pledge, exchange, hypothecate, grant any security
interest in, or otherwise dispose of, any Restricted Shares before the date on
which the restrictions lapse under Section 3.B, or enter
into any agreement or make any commitment to do so.  Any attempted
sale, transfer, pledge, exchange, hypothecation or disposition of the Restricted
Shares shall be null and void, and the Company shall not recognize or give
effect to such transaction on its books and records (including the books and
records of the Company’s transfer agent) or recognize the person or persons to
whom such sale, transfer, pledge, exchange, hypothecation or disposition has
been made as the legal or beneficial owner of the Restricted
Shares.
  
  B. Lapse of
Restrictions.
  Subject
to the other conditions in this Section 3, the
restrictions on disposition of the Restricted Shares will lapse under the
following schedule:
  Grantee
shall automatically vest with respect to 20% of the Restricted Shares for each
of the below milestones that is achieved during the term of this Agreement, up
to a maximum of five (5) milestones, with the effective date of each such
vesting being the date such milestone has been achieved.
 
 Corporate
      Milestone
              Measureable
      Event
              Milestone
      Deadline[***]
              [***]
              [***][***]
              [***]
              [***][***]
              [***]
              [***][***]
              [***]
              [***][***]
              [***]
              [***][***]
              [***]
              [***][***]
              [***]
              [***][***]
              [***]
              [***]
 
 [***] The following portion has been
omitted pursuant to a Confidential Treatment Request under Rule 24b-2 of the
Securities Exchange Act of 1934 and has been filed separately with the
Securities and Exchange Commission.
  -2-
 
 C. Accelerated
Vesting.
  Notwithstanding
the provisions of Section 3.B hereof,
all of the Restricted Shares, to the extent not already vested, shall fully vest
on the first to occur of the following dates: (i) the effective date of a Change
of Control (as that term is defined in the Plan), and (ii) the date on which
Grantee ceases to be employed by the Company on account of his or her death or
Disability (as that term is defined in the Plan); provided, however, that the
restrictions on the disposition of the Restricted Shares will not lapse unless
Grantee is employed by the Company or any Subsidiary (as that term is defined in
the Plan) as of the date the restrictions expire.
  D. Forfeiture
of Restricted Shares.
  Notwithstanding
the provisions of Section 3.B hereof,
if Grantee is an employee of the Company on the Date of Grant, and Grantee’s
employment is terminated by the Company or Grantee for any reason other than
death or Disability (as that term is defined in the Plan) on or after the Date
of Grant but prior to the lapse of any of the restrictions pursuant to Sections 3.B above,
Grantee shall forfeit the Restricted Shares that are at that time subject to
restrictions.
  E. Issuance
of Certificates.
  The
Company shall only be required to issue stock certificates representing those
Restricted Shares whose restrictions have lapsed in accordance with the
provisions of this Agreement.  Within sixty (60) days following the
lapse of restrictions on the Restricted Shares, the Company shall issue to
Grantee a stock certificate representing such Restricted
Shares.  Notwithstanding the foregoing, the Company may electronically
transfer any vested Restricted Shares to the Grantee in accordance with the
instructions provided by Grantee.
  4. SECURITIES
ACT.
  A. Registration.
  The
Company has the right, but not the obligation, to cause any of the Restricted
Shares issued or issuable hereunder to be registered under the appropriate rules
and regulations of the Securities and Exchange Commission.
  B. Condition
on Delivery of Stock.
  The
Company will not be required to deliver any Restricted Shares issuable hereunder
if, in the opinion of counsel for the Company, the issuance would violate the
Securities Act of 1933 or any other applicable federal or state securities laws
or regulations.  The Company may require Grantee, prior to or after
the issuance of any Restricted Shares hereunder, to sign and deliver to the
Company a written statement, in form and content acceptable to the Company in
its sole discretion, that Grantee (i) is acquiring the shares for investment and
not with a view to the sale or distribution thereof,  (ii) will not
sell any of such shares or any other Common Stock of the Company that Grantee
may then own or hereafter acquire except with the prior written approval of the
Company, and (iii) will comply with the Securities Act of 1933, the Securities
Exchange Act of 1934 and all other applicable federal and state securities laws
and regulations.
  5. REPRESENTATIONS
OF GRANTEE.
  In
connection with Grantee’s receipt of the Restricted Shares, Grantee hereby
represents and warrants to the Company as follows:
  A. Further
Limitations on Disposition.
  -3-
  Grantee
understands and acknowledges that Grantee may not make any disposition, sale, or
transfer (including transfer by gift or operation of law) of all or any portion
of the Restricted Shares except as provided in this
Agreement.  Moreover, Grantee agrees to make no disposition of all or
any portion of the Restricted Shares unless and until:  (i) there is
then in effect a registration statement under the Securities Act of 1933
covering such proposed disposition and such disposition is made in accordance
with said Registration Statement; (ii) the resale provisions of Rule 701 or
Rule 144 are available in the opinion of counsel to the Company; or (iii)(A)
Grantee notifies the Company of the proposed disposition and has furnished the
Company with a detailed statement of the circumstances surrounding the proposed
disposition, (B) Grantee furnishes the Company with an opinion of Grantee’s
counsel to the effect that such disposition will not require registration of
such Restricted Shares under the Securities Act, and (C) such opinion of
Grantee’s counsel shall have been concurred with by counsel for the Company and
the Company shall have advised Grantee of such concurrence.
  B. Determination
of Fair Market Value.
  Grantee
understands Fair Market Value of the Restricted Shares shall be determined in
accordance with the Plan.
  C. Section
83(b) Election.
  Grantee
understands that Section 83 of the Internal Revenue Code of 1986 (the
“Code”) taxes
as ordinary income the difference between the amount paid for the Restricted
Shares and the Fair Market Value of the Restricted Shares as of the date any
restrictions on the Restricted Shares lapse.  In this context,
“restriction” means the restrictions set forth in Section
3.
  6. NONTRANSFERABILITY
OF AGREEMENT.
  Grantee
may not assign or transfer Grantee’s rights under this Agreement, nor may
Grantee subject such rights (or any of them) to execution, attachment,
garnishment or similar process.  In the event of any such occurrence,
this Agreement, and all of Grantee’s rights hereunder, will automatically be
terminated and will thereafter be null and void.
  7. FEDERAL
AND STATE TAXES.
  Grantee
may incur certain liabilities for federal, state or local taxes in connection
with the issuance and/or vesting of the Restricted Shares
hereunder.  The Company and the Grantee agree that the Company shall
pay any federal, state, local or foreign employment or income taxes due upon the
vesting of the Restricted Shares (or otherwise). The amount to be paid by the
Company to the applicable taxing authorities for the required income tax
withholding shall be “grossed up” and calculated by taking the Fair Market Value
of the Restricted Shares that have vested on each vesting date and multiplied by
the required tax withholding rates at the then current applicable federal and
state income tax bonus withholding rates and dividing such result by sixty
percent (60%).  The amount so calculated shall be treated and reported
as bonus compensation paid to Grantee in the year in which paid by the
Company.
  8. ADJUSTMENT
OF SHARES.
  The
number of Restricted Shares issued to Grantee pursuant to this Agreement will be
adjusted in accordance with the Plan in the event of a change in the Company’s
capital structure.  Such number of shares may also be adjusted based
on any withholding of compensation by the Company as provided in the last
sentence of Section
7 hereof.
  -4-
  9. AMENDMENT
OF THIS AGREEMENT; TERMINATION.
  This
Agreement may only be amended with the written approval of Grantee and the
Company.  Notwithstanding the foregoing sentence, the Company may at
any time, upon written notice to Grantee, (i) amend or terminate the Plan, or
(ii) terminate this Agreement; provided, however, that termination of this
Agreement by the Company will be with respect to future issuances of Restricted
Shares only, and will have no effect on Grantee’s or the Company’s rights and
obligations hereunder, including, outstanding restrictions on the sale,
transfer, pledge, exchange, hypothecation or disposition of the Restricted
Shares issued to Grantee hereunder before the effective date of such
termination.
  10. GOVERNING
LAW.
  This
Agreement shall be governed in all respects, whether as to validity,
construction, capacity, performance, or otherwise, by the laws of the State of
California, without giving effect to choice of law rules.
  11. SEVERABILITY.
  If any
provision of this Agreement, or the application of any such provision to any
person or circumstance, is held to be unenforceable or invalid by any court of
competent jurisdiction or under any applicable law, the parties hereto will
negotiate an equitable adjustment to the provisions of this Agreement with the
view to effecting, to the greatest extent possible, the original purpose and
intent of this Agreement, and in any event, the validity and enforceability of
the remaining provisions of this Agreement will not be affected
thereby.
  12. ENTIRE
AGREEMENT.
  This
Agreement and the provisions of the Plan applicable hereto constitute the
entire, final and complete agreement between the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements, promises,
understandings, negotiations, representations and commitments, both written and
oral, between the parties hereto with respect to the subject matter
hereof.  Neither party hereto will be bound by or liable for any
statement, representation, promise, inducement, commitment or understanding of
any kind whatsoever not expressly set forth in this Agreement or in the
Plan.
  IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized representative and Grantee has signed this Agreement as of the
day and year first written above.
  PEREGRINE
      PHARMACEUTICALS , INC.By:
                /s/ Steven
      W. KingSteven
      W. KingPresident and Chief Executive
      OfficerGRANTEE:SignatureName:  [First
      and Last Name]
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