Exhibit 10.27


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is by and between Peregrine Pharmaceuticals, Inc., a Delaware corporation (“Employer”
or the “Company”) and Mark R. Ziebell (“Executive”).


 


In
consideration of the promises and mutual covenants contained herein, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto do hereby agree as follows:


 


1.       Employment.
Upon the terms and conditions hereinafter set forth, Employer hereby employs Executive to serve as Vice President and General Counsel
of the Company (“GC”), and Executive hereby accepts such employment under the terms and conditions set forth herein.


 


2.       Effective
Date. The effective date of the Agreement shall be June 20, 2012 (the “Effective Date”). The employment relationship
pursuant to this Agreement shall be for an initial two year period commencing on the Effective Date set forth above (“Initial
Term”), unless sooner terminated in accordance with Section 7 below. This Agreement will automatically be extended for additional
one (1) year periods (“Subsequent Term”), unless either party gives to the other written notice at least ninety
(90) days prior to the expiration of the then current year’s period, of such party’s intent not to renew this
Agreement.


 


3.       Duties.
Executive shall perform such duties as are customarily performed by a GC, and such other duties and responsibilities that may be
assigned to him by the Chief Executive Officer (“CEO”) and/or Board of Directors. Specifically, Executive shall manage
the Company’s operations, and perform such duties and responsibilities as set forth in the GC’s job description.


 


Executive
shall report to the CEO and have such authority as is delegated by the CEO. Executive shall be governed by the policies and practices
established by the Company. Employer requires that: (i) Executive will devote his utmost knowledge and best skill to the performance
of his duties; (ii) Executive shall devote his full business time (not less than 40 hours per week) to the rendition of such
services, subject to absences for customary vacations and for temporary illness; and (iii) Executive will not engage in any
other gainful occupation which requires his personal attention and/or creates a conflict of interest with his job responsibilities
under this Agreement without the prior written consent of the Board of Directors of the Company, with the exception that Executive
may personally trade in stock, bonds, securities, commodities or real estate investments for his own benefit to the extent permitted
by the provisions herein and applicable law.


 


 Executive’s
job performance will be reviewed annually. Executive acknowledges and understands that performance reviews do not necessitate or
correlate with salary increases and that a favorable performance review neither guarantees continued employment nor increased compensation.


 


4.       At-Will
Employment. Executive and Employer agree that Executive’s employment may be terminated by Executive or by Employer, with
or without cause in accordance with paragraph 7 of this Agreement. Executive and Employer expressly agree that this provision
is intended by Executive and Employer to be the complete and final expression of their understanding regarding the terms and conditions
under which Executive’s employment may be terminated. Executive and Employer further understand and agree that no representation
contrary to this provision is valid, and that this provision may not be augmented, contradicted or modified in any way, except
in writing signed by Executive and Chairperson of the Compensation Committee.


 


5.       Compensation.


 


5.1       Base
Salary. Executive shall be paid an annual base salary of Three Hundred Fifteen Thousand Dollars ($315,000), payable according
to Employer's payroll schedule and subject to applicable state and federal withholdings and other payroll deductions.


 



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5.2       Bonus.
In addition to Executive’s base salary, Executive may be eligible to receive an additional discretionary bonus of up to thirty-five
percent (35%) of his then in effect base salary, as determined by the Board of Directors in their sole discretion (“Target
Bonus”). Executive acknowledges that although a discretionary bonus may be provided by the Company, any such bonus is neither
required nor guaranteed by this Agreement.


 


5.3       Stock
Options. Executive may also be eligible to receive stock options as determined by the Board of Directors in their sole discretion.
Any such stock option will be granted pursuant to, and will be subject to the terms of the Company’s Stock Option Plans.
Notwithstanding the foregoing, on the Effective Date, Executive shall be granted an incentive stock option to purchase 225,000
shares of the Company’s common stock with an exercise price equal to the closing price of the Company’s common stock
on the Effective Date. Such option shall vest in equal quarterly installments over a three-year period and shall be subject to
the terms and conditions of the Company’s incentive stock plan and option agreement.


 


6.       Fringe
Benefits.


 


6.1       Benefits.
Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in
benefits under any Company benefit plan or arrangement which may be in effect from time to time and made available to its executive
management employees.


 


6.2       Paid-Time-Off
(PTO). Executive shall earn and accrue paid-time-off covering vacation and sick time benefits at the rate of twenty (20) days
per year for employment periods of up to five years of service. The PTO accrual rate shall automatically increase by five (5) additional
days for each additional 5 years of service up to maximum of thirty (30) days per year after 10 years of service. For example,
after five years of service, the annual PTO accrual rate shall increase to twenty-five (25) days. Unused PTO shall carry over to
the next year, but Executive shall cease accruing further PTO at any time Executive has accrued two times his annual accrual rate.
Unused PTO days which are not in excess of two-times the annual accrual rate shall be paid in a cash lump sum payment promptly
after Executive’s termination of employment.


 


6.3       Expenses.
Employer shall reimburse Executive on the 1st and 15th of each month for receipts Executive submits for all
reasonable and necessary travel and other business expenses incurred by Executive in the performance of Executive’s duties
hereunder, consistent with Employer’s normal expense reimbursement policy.


 


7.       Termination.


 


7.1       Termination
With Cause. If Executive (a) breaches in any material respect or fails to fulfill in any material respect fiduciary duty
owed to Employer; (b) breaches in any material respect this Agreement or any other confidentiality or non-solicitation, non-competition
agreement between Employer and Executive; (c) pleads guilty to or is convicted of a felony; (d) is found to have engaged
in any reckless, fraudulent, dishonest or grossly negligent misconduct, (e) fails to perform his duties to the Company, provided
that Executive fails to cure any such failure within thirty (30) days after written notice from Employer of such failure, provided
further, however, that such right to cure shall not apply to any repetition of the same failure previously cured hereunder; or
(f) violates any material rule, regulation or policy of the Company that may be established and made known to Employer's employees
from time to time, including without limitation, the Company Employee Handbook, a copy of which has been provided to Executive,
Employer may terminate immediately his employment and Executive shall have no right to receive any compensation or benefit hereunder
after such termination other than base salary and PTO earned or accrued but unpaid as of the date of termination (collectively
“Standard Entitlements”). Notwithstanding the foregoing, Executive shall not be terminated for Cause pursuant to Subsection
7.1, unless and until Executive has received written notice of the proposed termination for Cause, including details of the bases
for such termination, and Executive has had an opportunity to be heard before at least a majority of the Board. Executive shall
be deemed to have had such an opportunity if written notice is given to him at least ten (10) days in advance of a meeting
and Executive has the actual opportunity to be heard, at that meeting, by no less than a majority of the Board on the issues of
his proposed termination. Executive shall not be entitled to any bonus, or proration thereof, if terminated under this paragraph.


 



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7.2       Termination
Without Cause. As stated in Section 4 of this Agreement, Executive or the Company may at any time terminate Executive’s
employment with or without cause. If the Company terminates Executive’s employment within the Initial or Subsequent Terms
and such termination is not a Termination With Cause as defined above, the Company shall continue to pay Executive’s base
salary then in effect as of the date of such termination on a pro-rated basis according to Employer’s payroll schedule and
subject to applicable withholdings for a period of twelve months or the remainder of the two-year time period from the Effective
Date, whichever time period is greater (collectively “Severance”), provided only if Executive signs a general release.
Such Severance shall include the payment by Company of group insurance benefits for Executive and family, including health and
dental insurance during the Severance period and the payment of the proration of any Target Bonus. In addition, Executive shall
have up to two years from the date of Termination to exercise any vested and outstanding stock options, not to exceed the original
expiration date of the option agreement.


 


In
order to be entitled to the Severance reflected herein, Executive must sign a general release of all claims known and unknown,
against Employer, its officers and directors, agents and employees and any related entities or persons. Nothing herein will be
construed to limit or modify the duty of Executive to mitigate Executive’s damages in the event Employer terminates Executive’s
employment without Cause.


 


7.3       Termination
Upon Death or Disability. Executive’s employment shall terminate upon his death or disability ("disability"
being defined as any mental or physical condition which, in the reasonable opinion of a mutually agreed upon licensed physician
and/or psychiatrist (as the case may be), renders Executive unable or incompetent to carry out Executive's duties under this Agreement,
with or without reasonable accommodation, for a period of at least six months). In the event of a termination of Executive’s
employment for death or disability, Executive shall have no right to receive any further compensation or benefit hereunder after
such termination other than the payment by Company of group insurance benefits previously provided to Executive for a period of
twelve months, and base salary and PTO earned or accrued but unpaid as of the date of termination.


 


7.4       Change
of Control. In the event of any merger, acquisition or consolidation of the Company where the Company is not the surviving
or resulting corporation, or upon transfer of all or substantially all of the assets of the Company, and whereby Executive is terminated
within three (3) months prior to or twenty four (24) months after the aforementioned events in this paragraph 7.4, or if Executive’s
position is not in a substantially similar position or position satisfactory to Executive, at Executive’s sole discretion,
or if Executive’s then current Base Salary and related benefits are reduced or negatively impacted in any material respect,
or if Company relocates Executive’s principal place of work to a location more than fifty (50) miles from the original location,
without Executive’s prior written approval (“Change of Control”), then if Executive, within twelve (12) months
after an event constituting a Change of Control, elects to resign his employment with the Corporation, Executive shall be paid
a lump sum amount equivalent to twenty four months of Executive’s base salary then in effect plus 100% of his Target Bonus
upon the execution of a general release, which amount is due and payable within ten (10) business days of Executive notice under
this section 7.4. Such lump sum payment shall be considered to be in full and complete satisfaction of any and all rights which
Executive may enjoy under the terms of this Agreement, except that any and all of Executive’s unvested stock options shall
become fully vested and exercisable and the exercise period shall be extended for two (2) additional years from the date of the
Change of Control, not to exceed to the original expiration date of the option grant. In addition, Severance shall include the
payment by Company of group insurance benefits for Executive and family, including health and dental insurance during the entire
twenty four month Severance period.


 


7.5       Voluntary
Resignation or Resignation For Good Reason. Other than pursuant to the circumstances of a Change of Control, as defined in
Section 7.4, in which case Section 7.4 shall apply, Executive may voluntarily resign Executive’s position with
Company, at any time, on thirty (30) days advance written notice to Company and Company shall pay Executive his Base Salary during
the minimum 30 day notice period plus any accrued and unpaid benefits as of the termination date. In the event Executive provides
ninety (90) days advance written notice (“Extended Notice Period”) to Company, Company shall pay Executive his Base
Salary then in effect and shall continue to provide other contractual benefits including group insurance benefits during the Extended
Notice Period and for a period of six (6) months after the Extended Notice Period provided Executive makes himself telephonically
available to the Board of Director and the executive team for up to 2 hours per week. If, within ninety (90) days of the initial
existence of the condition(s) that constitute Good Reason, Executive:(a) provides written notice to the Board of his intention
to resign his employment for Good Reason; (b) provides written notice to the Board of the grounds that Executive believes
he has to resign for Good Reason and within thirty (30) days of receipt of such written notice, the Board has not cured by
eliminating the condition(s) that constitute Good Reason; and (c) Executive actually terminates his employment within 12 months
following the initial existence of the Good Reason condition, then Executive shall be entitled to receive the Standard Entitlements
to the date of resignation plus the Severance described in paragraph 7.2 above, provided Executive complies with the conditions
in paragraph 7.2 above. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated
and completely extinguished. Executive will be deemed to have resigned with “Good Reason” in the following circumstances:
(a) Company relocates Executive’s principal place of work to a location more than fifty (50) miles from the original
location, without Executive’s prior written approval; (b) Executive’s position and/or duties are modified so that
Executive’s duties are no longer consistent with the position of Chief Financial Officer; (c) Executive’s Base Salary
and related benefits as set forth in paragraph 5.1, as adjusted from time to time, are reduced without Executive’s written
authorization.


 



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8.       Trade
Secrets, Confidential Information and Inventions.


 


8.1       Trade
Secrets In General. During the course of Executive's employment, Executive will have access to various trade secrets, confidential
information and inventions of Employer as defined below.


 


(i)       “Confidential
Information” means all information and material which is proprietary to the Company, whether or not marked as “confidential”
or “proprietary” and which is disclosed to or obtained from the Company by the Executive, which relates to the Company’s
past, present or future research, development or business activities. Confidential Information is all information or materials
prepared by or for the Company and includes, without limitation, all of the following: designs, drawings, specifications, techniques,
models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, systems, methods,
machinery, procedures, “know-how”, new product or new technology information, formulas, patents, patent applications,
product prototypes, product copies, cost of production, manufacturing, developing or marketing techniques and materials, cost of
production, development or marketing time tables, customer lists, strategies related to customers, suppliers or personnel, contract
forms, pricing policies and financial information, volumes of sales, and other information of similar nature, whether or not reduced
to writing or other tangible form, and any other Trade Secrets, as defined by subparagraph (iii), or non-public business information.
Confidential Information does not include any information which (1) was in the lawful and unrestricted possession of the Executive
prior to its disclosure by the Company, (2) is or becomes generally available to the public by acts other than those of the
Executive after receiving it, (3) becomes generally available to the public by acts of the Executive necessary to performing duties
associated with Executive’s job description, or (4) has been received lawfully and in good faith by the Executive from
a third party who did not derive it from the Company.


 


(ii)       “Inventions”
means all discoveries, concepts and ideas, whether patentable or not, including but not limited to, processes, methods, formulas,
compositions, techniques, articles and machines, as well as improvements thereof or “know-how” related thereto, relating
at the time of conception or reduction to practice to the business engaged in by the Company, or any actual or anticipated research
or development by the Company.


 


(iii)        “Trade
Secrets” shall mean any scientific or technical data, information, design, process, procedure, formula or improvement that
is commercially available to the Company and is not generally known in the industry.


 


This
section includes not only information belonging to Employer which existed before the date of this Agreement, but also information
developed by Executive for Employer or its employees during his employment and thereafter.


 


8.2       Restriction
on Use of Confidential Information. Executive agrees that his use of Trade Secrets and other Confidential Information is subject
to the following restrictions during the term of the Agreement and for an indefinite period thereafter so long as the Trade Secrets
and other Confidential Information have not become generally known to the public.


 


8.2.1       Non-Disclosure.
Except as required by the performance of the Executive’s services to the Company under the terms of this Agreement, neither
the Executive nor any of his agents or representatives, shall, directly or indirectly, publish or otherwise disclose, or permit
others to publish, divulge, disseminate, copy or otherwise disclose the Company’s Trade Secrets, Confidential Information
and/or Inventions as defined above.


 



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8.2.2       Use
Restriction. Executive shall use the Trade Secrets, other Confidential Information and/or Inventions only for the limited purpose
for which they were disclosed. Executive shall not disclose the Trade Secrets, other Confidential Information and/or Inventions
to any third party without first obtaining written consent from the [Board of Directors] and shall disclose the Trade Secrets,
other Confidential Information and/or Inventions only to Employer's own employees having a need know. Executive shall promptly
notify the [Board of Directors] of any items of Trade Secrets prematurely disclosed.


 


8.2.3       Surrender
Upon Termination. Upon termination of his employment with Employer for any reason, Executive will surrender and return to Employer
all documents and materials in his possession or control which contain Trade Secrets, Inventions and other Confidential Information.
Executive shall immediately return to the Company all lists, books, records, materials and documents, together with all copies
thereof, and all other Company property in his possession or under his control, relating to or used in connection with the past,
present or anticipated business of the Company, or any affiliate or subsidiary thereof. Executive acknowledges and agrees that
all such lists, books, records, materials and documents, are the sole and exclusive property of the Company.


 


8.2.4       Prohibition
Against Unfair Competition. At any time after the termination of his employment with Employer for any reason, Executive will
not engage in competition with Employer while making use of the Trade Secrets of Employer.


 


8.2.5       Patents
and Inventions. The Executive agrees that any inventions made, conceived or completed by him during the term of his service,
solely or jointly with others, which are made with the Company’s equipment, supplies, facilities or Confidential Information,
or which relate at the time of conception or reduction to purpose of the invention to the business of the Company or the Company’s
actual or demonstrably anticipated research and development, or which result from any work performed by the Executive for the Company,
shall be the sole and exclusive property of the Company. The Executive promises to assign such inventions to the Company. The Executive
also agrees that the Company shall have the right to keep such inventions as trade secrets, if the Company chooses. The Executive
agrees to assign to the Company the Executive’s rights in any other inventions where the Company is required to grant those
rights to the United States government or any agency thereof. In order to permit the Company to claim rights to which it may be
entitled, the Executive agrees to disclose to the Company in confidence all inventions which the Executive makes arising out of
the Executive’s service and all patent applications filed by the Executive within one year after the termination of his service.


 


The
Executive shall assist the Company in obtaining patents on all inventions, designs, improvements and discoveries patentable by
the Company in the United States and in all foreign countries, and shall execute all documents and do all things necessary to obtain
letters patent, to vest the Company with full and extensive title thereto.


 


9.       Solicitation
of Employees or Customers.


 


9.1       Information
About Other Employees. Executive will be called upon to work closely with employees of Employer in performing services under
this Agreement. All information about such employees which becomes known to Executive during the course of his employment with
Employer, and which is not otherwise known to the public, including compensation or commission structure, is a Trade Secret of
Employer and shall not be used by Executive in soliciting employees of Employer at any time during or after termination of his
employment with Employer.


 


9.2       Solicitation
of Employees Prohibited. During Executive’s employment and for one year following the termination of Executive’s
employment, Executive shall not, directly or indirectly ask, solicit or encourage any employee(s) of Employer to leave their employment
with Employer. Executive further agrees that he shall make any subsequent employer aware of this non-solicitation obligation.


 



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9.3       Solicitation
of Customers Prohibited. For a period of one year following the termination of Executive’s employment, Executive shall
not, directly or indirectly solicit the business of any of Employer's customers in any way competitive with the business or demonstrably
anticipated business of the Company. Executive further agrees that he shall make any subsequent employer aware of this non-solicitation
obligation.


 


10.       Non-Competition.
During the course of Executive’s employment with the Company, Executive shall not directly or indirectly own any interest
in (other than owning less than 5% of a publicly held company), manage, control, participate in (whether as an officer, director,
employee, partner, agent, representative, volunteer or otherwise), consult with, render services for or in any manner engage (whether
or not during business hours) anywhere in the Restricted Territories (as defined below) in any business activity that is in any
way competitive with the business or demonstrably anticipated business of the Company. Further, Executive will not during the course
of his employment with the Company assist any other person or organization in competing or in preparing to compete with any business
or demonstrably anticipated business of the Company anywhere in the Restricted Territories.


 


"Restricted
Territories" shall mean any county in the State of California or any other state or territory in the United States or any
other similar political subdivision in any state or foreign country in which the Company has done business or has actually investigated
doing business or where its products are sold or distributed whether or not for compensation.


 


11.       Unfair
Competition, Misappropriation of Trade Secrets and Violation of Solicitation/Noncompetition Clauses. Executive acknowledges
that unfair competition, misappropriation of trade secrets or violation of any of the provisions contained in paragraphs 8
through 10 would cause irreparable injury to Employer, that the remedy at law for any violation or threatened violation thereof
would be inadequate, and that Employer shall be entitled to temporary and permanent injunctive or other equitable relief without
the necessity of proving actual damages.


 


12.       Representation
Concerning Prior Agreements. Executive represents to Employer that he is not bound by any non-competition and/or non-solicitation
agreement that would preclude, limit or in any manner affect his employment with Employer. Executive further represents that he
can fully perform the duties of his employment without violating any obligations he may have to any former employer, including
but not limited to, misappropriating any proprietary information acquired from a prior employer. Executive agrees that he will
indemnify and hold Employer harmless from any and all liability and damage, including attorneys’ fees and costs, resulting
from any breach of this provision.


 


13.       Personnel
Policies and Procedures. The Employer shall have the authority to establish from time to time personnel policies and procedures
to be followed by its employees. Executive agrees to comply with the policies and procedures of the Employer. To the extent any
provisions in Employer's personnel policies and procedures differ with the terms of this Agreement, the terms of this Agreement
shall apply.


 


14.       Amendments.
No amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and signed by the parties
hereto.


 


15.       Successors
and Assigns. The rights and obligations of the Employer under this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of Employer. Executive shall not be entitled to assign any of his rights or obligations under this
Agreement.


 


16.       Governing
Law. This Agreement shall be interpreted, construed, governed and enforced in accordance with the laws of the State of California.


 


17.       Severability.
Each term, condition, covenant or provision of this Agreement shall be viewed as separate and distinct, and in the event that any
such term, covenant or provision shall be held by a court of competent jurisdiction to be invalid, the remaining provisions shall
continue in full force and effect.


 



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18.       Survival.
The provisions in paragraphs 8 through 11, 14 through 23, inclusive, of this Agreement shall survive termination of Executive's
employment, regardless of who causes the termination and under what circumstances.


 


19.       Waiver.
Neither party's failure to enforce any provision or provisions of this Agreement shall be deemed or in any way construed as a waiver
of any such provision or provisions, nor prevent that party thereafter from enforcing each and every provision of this Agreement.
A waiver by either party of a breach of provision or provisions of this Agreement shall not constitute a general waiver, or prejudice
the other party's right otherwise to demand strict compliance with that provision or any other provisions in this Agreement.


 


20.       Notices.
Any notice required or permitted to be given under this Agreement shall be sufficient, if in writing, sent by mail to Executive's
residence in the case of Executive, or hand delivered to the Executive, and, in the case of Employer, to the Board of Directors
at the principal corporate office.


 


21.       Arbitration.
The parties agree that disputes concerning the terms of this Agreement and Executive's employment under this Agreement are subject
to arbitration in accordance with the Employee Arbitration Agreement attached hereto as Exhibit "A" and incorporated
by this reference as though fully set forth herein.


 


22.       Entire
Agreement. Executive acknowledges receipt of this Agreement and agrees that this Agreement represents the entire agreement
with Employer concerning the subject matter hereof, and supersedes any previous oral or written communications, representations,
understandings or agreements with Employer or any officer or agent thereof through the date the Agreement is executed by the parties,
except the Employee Arbitration Agreement which is incorporated herein as set forth in paragraph 21 of this Agreement and
attached hereto as Exhibit "A." Executive understands that no representative of the Employer has been authorized
to enter into any agreement or commitment with Executive which is inconsistent in any way with the terms of this Agreement.


 


23.       Construction.
This Agreement shall not be construed against any party on the grounds that such party drafted the Agreement or caused it to be
drafted.


 


24.       Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument. Further, facsimiles of signatures may be taken as the actual
signatures, and each party agrees to furnish the other with documents bearing the original signatures within ten days of the facsimile
transmission.


 


25.       Acknowledgment.
Executive acknowledges that he has been advised by Employer to consult with independent counsel of his own choice, at his expense,
concerning this Agreement, that he has had the opportunity to do so, and that he has taken advantage of that opportunity to the
extent that he desires. Executive further acknowledges that he has read and understands this Agreement, is fully aware of its legal
effect, and has entered into it freely based on his own judgment.


 


IN
WITNESS HEREOF, the parties have executed this Agreement as of the date set forth below.


 


	 	EXECUTIVE
	 	 
	Dated: June 20, 2012	/s/ Mark R. Ziebell                       
	 	Mark R. Ziebell
	 	 
	 	PEREGRINE PHARMACEUTICALS, INC.
	 	 
	 	 
	Dated:  June 20, 2012	By: /s/ Steven W. King                     
	 	Name: Steven W. King                      
	 	Title: President and CEO                   


 



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EXHIBIT A


 


EXECUTIVE ARBITRATION
AGREEMENT


 


THIS
ARBITRATION AGREEMENT (“Agreement”) is made by and between Peregrine Pharmaceuticals, Inc. (“Employer”)
and Mark R. Ziebell (“Executive”).


 


The
purpose of this Agreement is to establish final and binding arbitration for all disputes arising out of Executive’s relationship
with Employer, including without limitation Executive’s employment or the termination of Executive’s employment. Executive
and Employer desire to arbitrate their disputes on the terms and conditions set forth below to gain the benefits of a speedy, impartial
dispute-resolution procedure. Executive and Employer agree to the following:


 


1.       Claims
Covered by the Agreement. Executive and Employer mutually consent to the resolution by final and binding arbitration of all
claims or controversies (“claims”) that Employer may have against Executive or that Executive may have against Employer
or against its officers, directors, partners, employees, agents, pension or benefit plans, administrators, or fiduciaries, or any
subsidiary or affiliated company or corporation (collectively referred to as “Employer”), relating to, resulting from,
or in any way arising out of Executive’s relationship with Employer, Executive’s employment relationship with Employer
and/or the termination of Executive’s employment relationship with Employer, to the extent permitted by law. The claims covered
by this Agreement include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract
or covenant (express or implied); tort claims; claims for unfair competition, misappropriation of trade secrets, breach of fiduciary
duty, usurpation of corporate opportunity or similar claims; claims for discrimination and harassment (including, but not limited
to, race, sex, religion, national origin, age, marital status or medical condition, disability, sexual orientation, or any other
characteristic protected by federal, state or local law); claims for benefits (except where an employee benefit or pension plan
specifies that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation
of any public policy, federal, state or other governmental law, statute, regulation or ordinance.


 


2.       Required
Notice of Claims and Statute of Limitations. Executive may initiate arbitration by serving or mailing a written notice to the
Board of Directors. Employer may initiate arbitration by serving or mailing a written notice to Executive at the last address recorded
in Executive’s personnel file. The written notice must specify the claims asserted against the other party. Notice of any
claim sought to be arbitrated must be served within the limitations period established by applicable federal or state law.


 


3.       Arbitration
Procedures.


 


a.       After
demand for arbitration has been made by serving written notice under the terms of Section 2 of this Agreement, the party demanding
arbitration shall file a demand for arbitration with the American Arbitration Association (“AAA”) in Orange County.


 


b.       Except
as provided herein, all rules governing the arbitration shall be the then applicable rules set forth by the AAA. If the dispute
is employment-related, the dispute shall be governed by the AAA’s then current version of the national rules for the resolution
of employment disputes. The AAA’s then applicable rules governing the arbitration may be obtained from the AAA’s website
which currently is www.adr.org.


 


c.       The
arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal
law, or both, as applicable to the claim(s) asserted. The arbitrator shall have exclusive authority to resolve any dispute relating
to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that
all or any part of this Agreement is void or voidable.


 


d.       Either
party may file a motion for summary judgment with the arbitrator. The arbitrator is entitled to resolve some or all of the asserted
claims through such a motion. The standards to be applied by the arbitrator in ruling on a motion for summary judgment shall be
the applicable laws as specified in Section 4(c) of this Agreement.


 



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e.       Discovery
shall be allowed and conducted pursuant to the then applicable arbitration rules of the AAA. The arbitrator is authorized to rule
on discovery motions brought under the applicable discovery rules.


 


4.       Application
for Emergency Injunctive and/or Other Equitable Relief. Claims by Employer or Executive for emergency injunctive and/or other
equitable relief relating to unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential
information shall be subject to the then current version of the AAA’s Optional Rules for Emergency Measures of Protection
set forth within the AAA’s Commercial Dispute Resolution Procedures. The AAA shall appoint a single emergency arbitrator
to handle the claim(s) for emergency relief. The emergency arbitrator selected by the AAA shall be either a retired judge or an
individual experienced in handling matters involving claims for emergency injunctive and/or other equitable relief relating to
unfair competition and the use or unauthorized disclosure of trade secrets and/or confidential information.


 


5.       Arbitration
Decision. The arbitrator’s decision will be final and binding. The arbitrator shall issue a written arbitration decision
revealing the essential findings and conclusions upon which the decision and/or award is based. A party’s right to appeal
the decision is limited to grounds provided under applicable federal or state law.


 


6.       Place
of Arbitration. The arbitration will be at a mutually convenient location that must be within 50 miles of Executive’s
last company employment location. If the parties cannot agree upon a location, then the arbitration will be held at the AAA’s
office nearest to Executive’s last employment location.


 


7.       Administrative
Agencies. Nothing in this Agreement is intended to prohibit Employee from filing a claim or communicating with the United States
Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”) or the California
Department of Fair Employment and Housing (“DFEH”).


 


8.       Construction.
Should any portion of this Agreement be found to be unenforceable, such portion will be severed from this Agreement, and the remaining
portions shall continue to be enforceable.


 


9.       Representation,
Fees and Costs. Each party may be represented by an attorney or other representative selected by the party. Except as otherwise
provided for by statute, the arbitrator shall award reasonable attorneys’ fees and costs (including without limitation, costs
for depositions, experts, etc.) to Executive provided Executive is the prevailing party except that Employer shall be responsible
for the arbitrator’s fees and costs, or any fees or costs charged by the AAA, to the extent they exceed any fee or cost that
Executive would be required to bear if the action were brought in court. In no event shall Executive be responsible for attorneys’
fees and costs of Employer.


 


10.       Waiver
of Jury Trial/Exclusive Remedy. EXECUTIVE AND EMPLOYER KNOWINGLY AND VOLUNTARILY WAIVE ANY CONSTITUTIONAL RIGHT TO HAVE ANY
DISPUTE BETWEEN THEM DECIDED BY A COURT OF LAW AND/OR BY A JURY IN COURT.


 


11.       Sole
and Entire Agreement. This Agreement expresses the entire Agreement of the parties and shall supersede any and all other agreements,
oral or written, concerning arbitration. This Agreement is not, and shall not be construed to create, any contract of employment,
express or implied.


 


12.       Requirements
for Modification or Revocation. This Agreement to arbitrate shall survive the termination of Executive’s employment.
It can only be revoked or modified by a writing signed by the Chairperson of the Compensation Committee of the Board
of Directors of Employer and Executive that specifically states an intent to revoke or modify this Agreement.


 


13.       Voluntary
Agreement. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT, UNDERSTANDS ITS TERMS, AND AGREES THAT
ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN EMPLOYER AND EXECUTIVE RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED
IN IT. EXECUTIVE HAS KNOWINGLY AND VOLUNTARILY ENTERED INTO THE AGREEMENT WITHOUT RELIANCE ON ANY PROVISIONS OR REPRESENTATIONS
BY EMPLOYER, OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.


 



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EXECUTIVE
FURTHER ACKNOWLEDGES THAT EXECUTIVE HAS BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH EXECUTIVE’S PRIVATE LEGAL
COUNSEL AND EXECUTIVE HAS UTILIZED THAT OPPORTUNITY TO THE EXTENT DESIRED.


 


 


	
        EXECUTIVE:

         

         

        /s/ Mark R.
        Ziebell

        Mark R. Ziebell
	
        EMPLOYER:

         

        PEREGRINE PHARMACEUTICALS,
        INC., a Delaware corporation

         

         

        By:         /s/
        Steven W. King                   

        Name:    Steven
        W. King                         

        Title:     President
        and CEO                    



 


 


 


 


 


 




 


 


 


 


 


 






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