Table of Contents








UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-K/A

(Amendment No. 1)

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2017

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to



Commission file number: 001-32839



PEREGRINE
PHARMACEUTICALS, INC.

(Exact name of Registrant as specified
in its charter)



|Delaware                                                                                                                                                                   | 95-3698422                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------
|(State or other jurisdiction of incorporation or organization)                                                                                                             | (I.R.S. Employer Identification No.)                           
|                                                                                                                                                                           |                                                                
|14282 Franklin Avenue, Tustin, California                                                                                                                                  | 92780                                                          
|(Address of principal executive offices)                                                                                                                                   | (Zip Code)                                                     
|(714)
508-6000                                                                                                                                                            
|(Registrant’s telephone number, including area code)                                                                                                                      
|                                                                                                                                                                          
|Securities registered pursuant to Section 12(b) of the Act:                                                                                                               
|Title of Each Class                                                                                                                                                        | Name of Each Exchange on Which Registered                      
|Common Stock ($0.001 par value per share)
        Preferred Stock Purchase Rights
        10.50% Series E Convertible Preferred Stock
        ($0.001 par value per share) | The NASDAQ Stock Market LLC
        The NASDAQ Stock Market LLC
|Securities
registered pursuant to Section 12(g) of the Act:                                                                                                               
|None                                                                                                                                                                      



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   	Yes  o   No  x



Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes o   No x



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   Yes x     No
o



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).   Yes x
    No o



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.    x



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):



|Large accelerated filer o | Accelerated filer x | Non-accelerated filer o                       | Smaller reporting company o
|------------------------- | ------------------- | --------------------------------------------- | ---------------------------
|                          |                     | (Do not check if a smaller reporting company) | Emerging growth company o  



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).  Yes  o  No  x



The aggregate market value of the common
stock held by non-affiliates as of October 31, 2016 was $84,450,000.



Number of shares of common stock outstanding
as of August 25, 2017: 45,096,081



















EXPLANATORY
NOTE



Peregrine Pharmaceuticals, Inc. (the “Company”)
filed an Annual Report on Form 10-K for its fiscal year ended April 30, 2017 (the “Original Filing”) with the Securities
and Exchange Commission (the “SEC”) on July 14, 2017. This Amendment No. 1 (the “Amendment”) to the Original
Filing is being filed for the purpose of providing the information required by Part III of Form 10-K that was not included in the
Original Filing. The Company had previously intended to incorporate by reference the Part III information omitted from the Original
Filing to the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders.



This Amendment does not attempt to modify
or update any other disclosures set forth in the Original Filing, except as required to reflect the additional information included
in Part III of this Form 10-K/A, and to reflect in Item 15 of Part IV currently dated certifications from
the Chief Executive Officer and Chief Financial Officer of the Company, as required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), which are attached hereto as Exhibits 31.1 and 31.2.



As used herein, unless otherwise expressly
stated or the context otherwise requires, all references to “we”, “us”, “our”, “Company”
and “Peregrine” refer to Peregrine Pharmaceuticals, Inc., and its wholly owned subsidiary, Avid Bioservices, Inc.






















































PEREGRINE PHARMACEUTICALS, INC.



Fiscal Year 2017



Annual Report on Form 10-K/A

(Amendment No. 1)



Table of Contents



|PART III                                                                                                  |   
|--------------------------------------------------------------------------------------------------------- | --
|Item 10.   Directors, Executive Officers And Corporate Governance                                         | 1 
|Item 11.   Executive Compensation                                                                         | 4 
|Item 12.   Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters | 19
|Item 13.   Certain Relationships And Related Transactions, And Director Independence                      | 22
|Item 14.   Principal Accounting Fees and Services                                                         | 23
|PART IV                                                                                                   |   
|Item 15.   Exhibits And Financial Statement Schedules                                                     | 24
|SIGNATURES                                                                                                | 28






































PART
III



| | Item 10. | Directors, Executive Officers And Corporate Governance
| | -------- | ------------------------------------------------------



Board of Directors



Information with respect
to our current directors as of August 25, 2017 is set forth below.



|Name and Age                              | Principal Occupation and Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Director Since
|----------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |               
|Carlton M. 
Johnson, Jr.
        (age 57) | Mr. Johnson has served as a member of the
        Board of Directors since November 1999 and was appointed Chairman of the Board on October 22, 2010. Mr. Johnson has been self-employed
        since March 2013. Prior to that, he served as in-house legal counsel for Roswell Capital affiliated entities since June 1996. Mr.
        Johnson has been admitted to the practice of law in Alabama since 1986, Florida since 1988 and Georgia since 1997. He has been
        a shareholder in the Pensacola, Florida AV- rated law firm of Smith, Sauer, DeMaria, Johnson and was President-Elect of the 500
        member Escambia-Santa Rosa Bar Association. He also served on the Florida Bar Young Lawyers Division Board of Governors. Mr. Johnson
        earned a degree in History/Political Science at Auburn University and Juris Doctor at Samford University - Cumberland School of
        Law. Mr. Johnson also serves on the board of Patriot Scientific Corporation, and formerly served on the boards of CryoPort, Inc.
        (ceased in May 2012), and Ecotality, Inc. (ceased in March 2012). The Board of Directors concluded that Mr. Johnson should serve
        as a director in light of the extensive public company finance experience that he has obtained through serving on our board and
        audit committee and the boards and audit committees of Patriot Scientific Corporation, CryoPort, Inc. and Ecotality, Inc., which
        represents over an aggregate of 37 years of combined public company board experience.                                                                                                                                                         | 1999          
|Steven W. King
        (age 53)           | Mr. King has served as our President
        and         Chief Executive Officer since March 2003 and as a member of the Board of Directors since October 2003. From
        August 2002 to March         2003, Mr. King served as Chief Operating Officer and from February 2000 to August 2002 served as
        Vice President of Technology and         Product Development. Mr. King joined Peregrine in 1997 as Director of Research and
        Development. Additionally, Mr. King was responsible         for launching our wholly-owned contract manufacturing
        subsidiary, Avid Bioservices, Inc., in 2002, for which he serves as President.         Mr. King was previously employed at
        Vascular Targeting Technologies, Inc., which was acquired by Peregrine in 1997. Mr. King previously         worked at the
        University of Texas Southwestern Medical Center with Dr. Philip Thorpe, the inventor of our Phosphatidylserine
        (PS)-targeting         antibody and VTA technology platforms and is co-inventor on over 40 U.S. and foreign patents and
        patent applications in the Vascular         Targeting Agent field. Mr. King received his Bachelor’s and Master’s
        degrees from Texas Tech University in Cell and         Molecular Biology. The Board of Directors concluded that Mr. King
        should serve as a director in light of his extensive scientific         understanding of our technologies in development and
        expertise in developing and manufacturing biologics, combined with the perspective         and experience he brings as our
        President and Chief Executive Officer from his extensive history with Peregrine. | 2003          













1






|Name and Age | Principal Occupation and Business Experience | Director Since
|------------ | -------------------------------------------- | --------------

|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |     
|------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|David H. Pohl
        (age 80)  | Mr. Pohl has served as a member of the Board of
                                                     Directors since October 2004.  He is currently Chairman of the Board of Wellness.com, Inc., a privately held
                                                     Internet-based health and wellness enterprise and serves on the Advisory Board of Max Sound Corporation, a public company and
                                                     innovators of MAX-D HD Audio as well as licensor of other disruptive technologies.  He was previously a member of
                                                     the Board of Directors of Patriot Scientific Corporation from 2001 through 2008, and served as Chairman of the Board and CEO
                                                     of that publicly traded company from 2005 through 2007. Since 2009, Mr. Pohl has been Of Counsel with the law firm
                                                     of Herold & Sager in Encinitas, California. Mr. Pohl was in the private practice of law, counseling business
                                                     clients from 1997 to 2005, and serving as Special Counsel to the Ohio Attorney General for entrepreneurial investments by
                                                     state employee pension funds from 1995 to 1996. Previously, he was a Senior Attorney with Jones Day Reavis &
                                                     Pogue, a large U.S. law firm, and held positions as a Senior Officer and General Counsel in large financial services
                                                     corporations with over $1 billion in assets under management. In addition, Mr. Pohl is a member of the Corporate
                                                     Directors Forum of San Diego, the Intellectual Property Law and Business Law Sections of the State Bar of California, has
                                                     served as a member of the Board of Governors of the Corporate Counsel Section of the Ohio State Bar Association, and is an
                                                     Emeritus member of the Board of Directors of the American Financial Services Association, Washington, D.C. Mr.
                                                     Pohl earned a Juris Doctor degree from The Ohio State University College of Law, and also holds a B.S. in Administrative
                                                     Sciences from The Ohio State University. The Board of Directors concluded that Mr. Pohl should serve as a director in light
                                                     of his extensive corporate governance experience. | 2004
|Eric S. Swartz
        (age 61) | Mr. Swartz has served as a member of the
        Board of Directors since 1999. With 33 years of experience in the securities business, Mr. Swartz is the co-founder and Manager
        of Roswell Capital Partners, LLC since 2004 and was the founder and former President of Equiplace Securities, LLC and Swartz Investments,
        LLC. From 1988 to 1993, Mr. Swartz was a Vice President at Bear Stearns & Co. where he specialized in foreign institutional
        equity investments in U.S. securities. Previously, Mr. Swartz was a Vice President with Oppenheimer & Co., where he was involved
        in overseas placements of equity and debt for institutions in Germany, Austria, Switzerland, France, Australia, and New Zealand.
        The Board of Directors concluded that Mr. Swartz should serve as a director in light of the extensive experience in corporate finance,
        including equity and debt placements, that he has obtained through his 34 years of experience in that industry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 1999



Executive Officers



The following table
sets forth information regarding our current executive officers as of August 25, 2017:



|Executive Officer          |  | Age |  | Position                                               
|-------------------------- |  | --- |  | -------------------------------------------------------
|Steven W. King             |  | 53  |  | President and Chief Executive Officer, Director        
|Paul J. Lytle              |  | 49  |  | Chief Financial Officer                                
|Shelley P.M. Fussey, Ph.D. |  | 51  |  | Vice President, Intellectual Property                  
|Joseph S. Shan             |  | 44  |  | Vice President, Clinical & Regulatory Affairs          
|Mark R. Ziebell            |  | 53  |  | Vice President, General Counsel and Corporate Secretary



The following biographies
describe the business experience of our executive officers (for the biography of Mr. Steven W. King, see “Board of Directors”
above).



Paul J. Lytle
has served as Chief Financial Officer since August 2002 and has over 20 years of finance and accounting experience. Mr. Lytle oversees
various functions, including finance and accounting, financial reporting, corporate governance, investor relations, human resources
and information technology. Mr. Lytle started with us in March 1997 as Corporate Controller and has held positions of increasing
responsibility with us. Mr. Lytle was promoted to Vice President of Finance and Accounting and was elected as our Corporate Secretary
from 2000 through July 2012. Prior to joining us, Mr. Lytle worked for Deloitte LLP. Mr. Lytle holds a B.S. in Business Administration
from the California State University at Long Beach and is a certified public accountant in the State of California (inactive).











2






Shelley P.M. Fussey,
Ph.D. has served as our Vice President, Intellectual Property since February 2005. Dr. Fussey plays a key role in our U.S.
and international patenting, patent analysis and patent defense. Dr. Fussey’s expertise includes patent strategy for technologies
developed both in-house and in-licensed from universities. She has broad experience in intellectual property consulting for areas
including cancer treatment, immunology, and antiviral technology, as well as other areas central to pharmaceutical and biotechnology
drug development. Prior to joining us, Dr. Fussey worked for the law firms of Williams, Morgan & Amerson and Arnold, White
and Durkee. She holds a Ph.D. in Biochemistry and a B.Sc. in Biochemistry with First Class Honours (Summa Cum Laude) from the University
of Newcastle upon Tyne, U.K.



Joseph S. Shan
has served as Vice President, Clinical & Regulatory Affairs since March 2009 and has served as our head of Clinical and Regulatory
Affairs since January 2003. He is responsible for the design and execution of our clinical trials and overseeing regulatory submissions.
Since joining us in 2000, Mr. Shan has been instrumental in advancing the clinical development of our lead immunotherapy candidate,
bavituximab. Prior to joining us, Mr. Shan held positions of increasing responsibility in clinical and regulatory affairs at Edwards
Lifesciences (formerly Baxter Healthcare Corporation) and Sulzer Medica. Mr. Shan received his B.S. degree in Physiological Sciences
from the University of California, Los Angeles and his M.P.H. degree from the George Washington University in Washington, D.C.
He is a member of the American Society of Clinical Oncology, the Association of Clinical Research Professionals and the Regulatory
Affairs Professionals Society.



Mark R. Ziebell
has served as Vice President, General Counsel since June 2012 and Corporate Secretary since July 2012, and has been practicing
corporate and securities law for over 20 years. Prior to joining us, Mr. Ziebell was a partner with the Costa Mesa, California
office of Snell & Wilmer LLP where he worked from March 2004 to June 2012. Mr. Ziebell has represented public and private companies
in a wide range of corporate and securities matters, mergers and acquisitions, strategic alliance matters and corporate governance.
His experience involves a variety of industries, including biopharmaceutical and life sciences. Mr. Ziebell was our outside corporate
counsel from 1999 to June 2012. Mr. Ziebell earned his B.S. in accounting in 1986 from the University of San Francisco and his
Juris Doctorate in 1994 from the University of San Francisco School of Law. Prior to earning his law degree, Mr. Ziebell was a
certified public accountant with BDO Seidman in San Francisco, California.



Family Relationships



There are no family
relationships between or among any of the current directors, executive officers or persons nominated or chosen to become directors
or executive officers.



Section 16(a) Beneficial Ownership Reporting
Compliance



Section 16(a)
of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our
equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership with the SEC and with
The NASDAQ Stock Market. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant
to Section 16(a). Based solely on our review of the copies of such reports we received, and written representations from certain
Reporting Persons that no other reports were required for those persons, to the best of our knowledge, we believe that during the
year ended April 30, 2017, each of the Reporting Persons met all applicable Section 16(a) filing requirements.



Code of Business
Conduct and Ethics



We
have adopted a Code of Business Conduct and Ethics that applies to all of our directors, employees and officers, including our
principal executive officer, our principal financial officer and persons performing similar
functions. Our Code of Business Conduct and Ethics is available on our web site at www.peregrineinc.com (this website address
is not intended to function as a hyperlink, and the information contained on the Company’s website is not intended to be
a part of this Amendment) and a copy of our Code of Business Conduct and Ethics may be obtained free of charge from our Corporate
Secretary upon written request. Any material amendments or waivers relating to the Code of Business Conduct and Ethics will be
disclosed on our website referenced in this paragraph within four business days following the date of such amendment or waiver.



Shareholder Nominations



No material changes
have been made to the procedures by which stockholders may recommend nominees to our board of directors.











3






Audit Committee



Our Board of Directors
has established an Audit Committee. The Audit Committee of the Board of Directors has the sole authority for the appointment, compensation
and oversight of the work of the independent auditors, and responsibility for reviewing and discussing, prior to filing or issuance,
with management and the independent auditors (when appropriate) the Company’s audited consolidated financial statements included
in its Annual Report on Form 10-K. The Audit Committee carries out its responsibilities in accordance with the terms of its
charter. Our Board of Directors adopted its charter for our Audit Committee on April 29, 2004, and the charter is available on
our web site at www.peregrineinc.com (this website address is not intended to function as a hyperlink, and the information
contained on the Company’s website is not intended to be a part of this Amendment). The Audit Committee currently
consists of Messrs. Johnson (chairman), Pohl and Swartz. Each of these members is independent under NASDAQ listing standards currently
in effect. The Board of Directors has determined that Mr. Johnson is an “audit committee financial expert” as defined
by the SEC and is independent under the current listing standards of NASDAQ. The Audit Committee meets the NASDAQ composition requirements,
including the requirement that all Audit Committee members have the ability to read and understand financial statements.



| | Item 11. | Executive Compensation
| | -------- | ----------------------



Compensation Discussion
and Analysis



Introduction



The
Compensation Committee is responsible for establishing, implementing and overseeing our overall compensation strategy and policies,
including our executive compensation program, in a manner that supports our business objectives. The Compensation Committee’s
complete roles and responsibilities are set forth in a written charter of the Compensation Committee adopted by our Board of Directors,
which can be found at our website, www.peregrineinc.com.



This Compensation
Discussion and Analysis explains our compensation philosophy, policies and practices for the fiscal year ended April 30, 2017 for
the following executive officers, who are referred to in this Compensation Discussion and Analysis and the subsequent tables as
our “Named Executive Officers” or “NEOs”:



| | · | Steven W. King, President and Chief Executive Officer;
| | - | ------------------------------------------------------

| | · | Paul J. Lytle, Chief Financial Officer;
| | - | ---------------------------------------

| | · | Shelley P.M. Fussey, Ph.D., Vice President, Intellectual Property;
| | - | ------------------------------------------------------------------

| | · | Joseph S. Shan, Vice President, Clinical & Regulatory Affairs; and
| | - | ------------------------------------------------------------------

| | · | Mark R. Ziebell, Vice President, General Counsel and Corporate Secretary.
| | - | -------------------------------------------------------------------------



Overview



Executive compensation
programs affect all employees by setting general levels of compensation and helping to create an environment of goals, rewards
and expectations. Because we believe the performance of every employee is important to our success, we are mindful of the effect
executive compensation and incentive programs have on all of our employees.



The employment market
for personnel and executives with experience in the biotechnology and pharmaceutical industry in Southern California is very competitive
because there are several pharmaceutical, biotechnology and medical device companies in that region. The majority of our competitors
in this geographic area have more resources than we do which makes it more difficult for us to hire and retain key personnel. As
a result, the Compensation Committee must establish compensation packages that will enable the Company to be competitive with the
local market.



Given the competitive
environment in which we operate, our executive compensation programs are
designed to deliver compensation that is competitive with our peer group and that allows us to attract and retain superior talent
who can perform effectively and succeed in a demanding business environment. Our compensation programs are also designed to reward
performance against pre-established corporate and individual goals and align the interests of our executives with our stockholders.
We believe that the compensation of our executive officers should focus executive behavior on the achievement of near-term corporate
targets as well as long-term business objectives and strategies. We believe that pay-for-performance compensation programs, which
reward our executives when they achieve individual and/or corporate goals, create stockholder value and thus have emphasized company
and individual performance in setting compensation. We use a combination of base salary, annual cash incentive compensation programs,
a long-term equity incentive compensation program and a broad-based benefits program to create a competitive compensation package
for our executive management team.











4






Our President and Chief
Executive Officer, who attends most meetings of the Compensation Committee, assists the Compensation Committee in determining the
compensation of all other executive officers by, among other things:





| | · | recommending to the Compensation Committee appropriate base salaries of the other executive officers;
| | - | -----------------------------------------------------------------------------------------------------

| | · | establishing corporate objective and evaluating individual contributions and performance against those objectives; and
| | - | ----------------------------------------------------------------------------------------------------------------------

| | · | making recommendations, from time to time, for annual or special stock grants or stock option grants (e.g., for motivational
or retention purposes).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------





The other executive
officers do not have a role in determining their own compensation, other than discussing their annual individual performance objectives
with the President and Chief Executive Officer.



Independent Compensation Consultants



The Compensation
Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling
its responsibilities. For the fiscal year ended April 30, 2017, the Compensation Committee engaged Barney & Barney LLC, or
Barney & Barney, to review our executive compensation programs and
to assess our executive officers’ base salaries, short-term incentive opportunities, target and actual total cash, long-term
incentive value and total direct compensation from a competitive standpoint. As described herein, Barney & Barney assisted
the Compensation Committee in defining the appropriate market of our peer companies for executive compensation and practices and
in benchmarking our executive compensation program against the peer group. The Compensation Committee has adopted a compensation
philosophy of targeting our executive compensation to the 50th percentile of executive compensation of our peer group.
Executive compensation may be above or below the 50th percentile based on an executive’s experience, scope of
position, individual performance and Company constraints.



The Compensation
Committee uses the information it obtains from Barney & Barney primarily for evaluating our executive compensation practices,
including measuring the competitiveness of our practices. The Compensation Committee also uses the information obtained from Barney & Barney to review our cash bonus policy, equity awards, and base salary benchmarks across all levels of the Company. The Compensation
Committee has assessed the independence of Barney & Barney pursuant to SEC rules and the corporate governance rules of The
NASDAQ Stock Market and concluded that no conflict of interest exists that would prevent Barney & Barney from independently
advising the Compensation Committee. In compliance with the SEC and the corporate governance rules of The NASDAQ Stock Market,
Barney & Barney provided the Compensation Committee with a letter addressing each of the six independence factors described
in those rules. Their responses affirm the independence of Barney & Barney and its employees who service the Compensation Committee
on executive compensation matters.



Components of Our Executive Compensation
Program



The primary elements
of our executive compensation program are:



| | · | base salary;
| | - | ------------

| | · | annual cash bonus plan;
| | - | -----------------------

| | · | equity awards;
| | - | --------------

| | · | employment agreements and severance and change-in-control benefits; and
| | - | -----------------------------------------------------------------------

| | · | perquisites and other benefits.
| | - | -------------------------------



The Compensation Committee
has structured our executive compensation program to ensure that executive officers are compensated in a manner consistent with
stockholder interests, competitive pay practices and applicable regulatory requirements.



The Compensation Committee
does not have any formal or informal policy or target for allocating compensation between long-term and short-term compensation
or between cash and non-cash compensation. Instead, the Compensation Committee, after reviewing information provided by an independent
compensation consulting firm, determines subjectively what it believes to be the appropriate level and mix of the various compensation
components that it believes appropriate to achieve the compensation and corporate objectives described in this discussion.











5






Base Salary



Base salary is used
to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executives, and
to provide a fixed amount of compensation for performing daily responsibilities, and also provide stability and security. When
reviewing base salaries for the fiscal year ended April 30, 2017, the Compensation Committee considered various data regarding
the base salaries of executive officers in comparable positions at other biotechnology companies. Additional factors included,
but were not limited to, company size, market capitalization, stage of development of a company’s products and geographic
location. The Compensation Committee also considered the individual experience level and actual performance of each executive officer
in light of our needs and objectives. The Compensation Committee also reviewed an analysis from Barney & Barney, our independent
compensation consulting firm, to ensure that base salaries are competitive and within the competitive range of other biotechnology
companies in our peer group.



Base salaries are
reviewed at least annually by the Compensation Committee, and may be adjusted to realign salaries with market levels after
taking into account individual responsibilities, performance and experience, subject to minimum salary requirements set forth
in applicable employment agreements. Base salaries may be increased for merit reasons, based on the executive’s success
in meeting or exceeding individual performance objectives as well as our combined success in meeting corporate goals,
including contact manufacturing revenue goals and research and development goals. An executive’s base salary is also
evaluated by reviewing the executive’s other compensation components to ensure that the executive’s total
compensation is in line with our overall compensation philosophy as discussed above.



The following annual
base salary amounts of our Named Executive Officers for the fiscal year ended April 30, 2017 were determined based on the “Factors
for Determining Compensation”, as noted below:



|Named Executive Officer    |  |  | Annual Base Salary ($) | 
|-------------------------- |  |  | ---------------------- | 
|Steven W. King             |  |  | 540,800                | 
|Paul J. Lytle              |  |  | 405,600                | 
|Shelley P.M. Fussey, Ph.D. |  |  | 321,000                | 
|Joseph S. Shan             |  |  | 309,000                | 
|Mark R. Ziebell            |  |  | 361,920                | 



The above annual base
salaries for fiscal year ended April 30, 2017 reflect a four percent (4%) increase for Messrs. King, Lytle and Ziebell, and a three
percent (3%) increase for Mr. Shan, which were approved by the Compensation Committee on June 9, 2016 and retroactively applied
to the beginning of fiscal year 2017.



Annual Cash Bonus
Plan



In July 2011, the Compensation
Committee adopted and approved a formal Annual Cash Bonus Plan (the “Bonus Plan”) for its Named Executive Officers
for the fiscal year ended April 30, 2012 performance and for each subsequent fiscal year, unless amended, which the Compensation
Committee used to determine the annual bonuses awarded to Named Executive Officers. The Compensation Committee may also make discretionary
bonuses outside of the framework of the Bonus Plan, but in general, each participant’s annual cash bonus under the Bonus
Plan will be determined by multiplying the participant’s annual base salary for the applicable fiscal year by (a) a corporate
goal achievement percentage ranging from 0% to 100%, (b) a target bonus percentage for such participant, generally targeted for
the 50th percentile of our peer groups, and (c) a corporate factor ranging from 0 to 1.5, based on the Company’s
achievement of corporate goals, the participant’s achievement of individual goals, the participant’s role and responsibilities
within the Company, and other factors as determined by the Compensation Committee.



The
Company’s corporate goals are set at or around the beginning of each fiscal year by the Compensation Committee, based
on recommendations by the Company’s management. At the end of each fiscal year, the Compensation Committee determines
the extent to which the corporate goals were achieved (expressed as a percentage) and each participant’s corporate
factor based on a quantitative and qualitative review of such participant’s performance, in addition to other factors
determined by the Compensation Committee. Each participant’s individual goals, which are aligned to support the
corporate goals, are also set at or around the beginning of each fiscal year and are also evaluated based on a quantitative
and qualitative review of performance. The Compensation Committee’s chair will recommend the President and Chief
Executive Officer’s individual goals and individual factor to the Compensation Committee and the President and Chief
Executive Officer will recommend other executive officers individual goals and individual factors to the Compensation
Committee. All individual goals and individual factors will be set by the Compensation Committee. Corporate goals and
individual goals may be modified by the Compensation Committee during the applicable fiscal year based on operational
and financial developments.











6






Following the end of
the fiscal year, the Compensation Committee reviews performance relative to each corporate goal and determines the achievement
level of each corporate goal, and then calculates an overall aggregate achievement percentage (not to exceed 100%) which takes
into consideration the individual weighting attributed to each corporate goal. The Compensation Committee does not use a strict
formula in assessing the Company’s level of achievement with respect to each goal, but rather considers factors such as:



| | · | the level of success achieved for each corporate goal;
| | - | ------------------------------------------------------

| | · | the difficulty of the goal;
| | - | ---------------------------

| | · | whether significant unforeseen events or obstacles reasonably beyond our control impacted the Company’s
ability to achieve the goal, or altered the expected difficulty of the goal;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | changes in circumstances which may have made the goal more or less important to our near- and long-term
success; and
| | - | --------------------------------------------------------------------------------------------------------------------

| | · | other corporate accomplishments during the fiscal year that, while not established as a formal goal,
are nonetheless deemed important to our near- and long-term success and enhance stockholder value.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table
sets forth the corporate goals established by the Compensation Committee for the fiscal year ended April 30, 2017 and the weighting
the Compensation Committee assigned to each corporate goal, and, based on the Compensation Committee’s review of our performance
during fiscal year 2017 relative to the corporate goals, the achievement percentage for each corporate goal and the adjusted weighting
based on our performance:



|Goal                                                                       | Weighting | Achievement | Adjusted
        Weighting
|-------------------------------------------------------------------------- | --------- | ----------- | --------------------------
|Generate $60 million in third-party contract manufacturing revenue         | 45%       | 96%         | 43.2%                     
|Implement and/or evaluate new contract manufacturing revenue opportunities | 5%        | 67%         | 3.3%                      
|Analyze and present underlying Phase III SUNRISE data                      | 20%       | 100%        | 20%                       
|Initiate an immuno-oncology company sponsored combination trial            | 5%        | 0%          | 0%                        
|Support initiation of two to five new trials through NCCN program          | 5%        | 100%        | 5%                        
|Enter into two new collaborations with immuno-oncology leaders             | 5%        | 50%         | 2.5%                      
|Advance exosome diagnostic technology                                      | 5%        | 100%        | 5%                        
|Evaluate new opportunities for antibody discovery program                  | 5%        | 0%          | 0%                        
|Conduct preclinical studies for early stage opportunities                  | 5%        | 100%        | 5%                        
|Total                                                                      | 100%      |             | 84%                       



As depicted in the
above table, the Compensation Committee determined that the aggregate achievement percentage with respect to our corporate goals
for the fiscal year ended April 30, 2017 was 84%.



The following table
sets forth the target bonus percentage, based upon the “Factors for Determining Compensation”, as noted below, of our
Named Executive Officers approved by the Compensation Committee for the fiscal year ended April 30, 2017 and their respective earned
cash bonuses as approved by the Compensation Committee:



|Named Executive Officer    |  |  | Fiscal Year 2017 Target |  | Fiscal Year 2017 Bonus ($)(1) | 
|-------------------------- |  |  | ----------------------- |  | ----------------------------- | 
|Steven W. King             |  |  | 60%                     |  | 261,661                       | 
|Paul J. Lytle              |  |  | 40%                     |  | 130,830                       | 
|Shelley P.M. Fussey, Ph.D. |  |  | 35%                     |  | –                             | 
|Joseph S. Shan             |  |  | 35%                     |  | 87,212                        | 
|Mark R. Ziebell            |  |  | 35%                     |  | 102,148                       | 

______________

| | (1) | The corporate factors for the Named Executive Officers set by the Compensation Committee at 0.96
for each executive officer, other than for Dr. Fussey, which was set at 0.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------





With respect to the
above executive officer bonuses earned for the fiscal year ended April 30, 2017, the Compensation Committee determined that such
bonuses would not be paid until the sooner of (i) completing one of several specified strategic milestones, (ii) the termination
of an executive officer’s employment, or (iii) April 30, 2018.









7






In addition, as
was discussed in our proxy statement for the fiscal year ended April 30, 2016, while the Compensation Committee had
determined that 100% of the corporate goals for the fiscal year ended April 30, 2016 had been achieved based, the
Compensation Committee decided to reduce each executive’s discretionary corporate factor by 25% due to the
Company’s discontinuance of the Phase III SUNRISE trial in February 2016 and to allocate the 25% opportunity to up to
four specific new corporate goals targeted to be achieved in fiscal year 2017 which the Compensation Committee believed will
help build stockholder value. During fiscal year 2017, one such new corporate goal was timely achieved, the in-licensing of
the PS exosome diagnostic technology. As a result of their contributions towards attaining this new corporate goal: Mr. King
received a bonus of $20,280, representing one-quarter of his total opportunity; Mr. Lytle received a bonus of $10,140,
representing one-quarter of his total opportunity; Mr. Ziebell received a bonus of $10,556, representing one-third of his
total opportunity; and, Dr. Fussey received a bonus of $14,044, representing one-half of her total opportunity. These bonuses
were paid on September 9, 2016, and are included in the Summary Compensation Table as “Non-Equity Incentive Plan
Compensation” for the fiscal year ended April 30, 2017.



Equity Awards



Stock Option Awards
and Grant Practices. Based on market practice and our objective to align executives’ interest with those of our stockholders,
we currently use stock option awards as the primary form of long-term incentive compensation for executives and other employees.
In the fiscal year ended April 30, 2012, the Compensation Committee implemented a policy of a routine annual broad-based grant
of stock option awards to our executive officers and other employees, with the grant typically occurring during the initial weeks
of our fiscal year. The grant date of such annual award and of other grants (e.g., for new hires) is either on the date the Compensation
Committee approves the grants or on a pre-selected later date, such as a future hire date. In determining the size and types of
equity grants to executive officers, the Compensation Committee considers, among other things, comparative industry data provided
by the Compensation Committee’s independent compensation consultant, our outstanding shares at the time of grant, the number
and type of equity awards granted to such individuals in prior years, the equity available under our long-term incentive plan and
desirable run rate and aggregate estimated equity usage in the future, each executive officer’s ownership in our Company,
our corporate performance, and each executive officer’s individual performance, role and responsibilities.



The Compensation
Committee exercises discretion in determining the information it considers, as well as any weighting of particular
information, in determining the equity awards. The determination of equity awards is made by the Compensation Committee after
evaluating the information and areas of consideration described above in their totality. For the fiscal year ended April 30,
2017, our annual broad-based stock option grant was approved by the Compensation Committee on June 2, 2016.



Stock
option grant information for the fiscal year ended April 30, 2017, is set forth below under “Grants of Plan-Based
Awards For the Fiscal Year Ended April 30, 2017”.



Stock Awards and
Award Practices. In addition to stock options, we have in the past used stock awards as a form of long-term incentive compensation
for executives and other employees. Stock awards are shares of common stock that vest in accordance with the terms established
by the Compensation Committee. Usually, the awards will be subject to vesting upon the Company’s timely attainment of certain
predetermined clinical, financial or operational milestones with specific targeted attainment dates or vest over a specific predetermined
period of performance. However, the Compensation Committee, at its discretion, may issue discretionary stock awards that are not
subject to any future vesting requirements. There were no discretionary stock award grants to our Named Executive Officers during
the fiscal year ended April 30, 2017.



Employment Agreements,
Severance and Change-in-Control Benefits



We have employment
agreements with all of our Named Executive Officers providing for severance payments and accelerated vesting benefits triggered
by various termination events. For a description of these agreements and our potential payment obligations, please see “Overview
of Employment Agreements and Potential Payments Upon Termination or Change-in-Control” and the related tabular disclosure
below.









8






When entering into
employment agreements which provide for post-termination compensation for our Named Executive Officers, the Compensation Committee
considers, among multiple factors, peer company practice, retention needs and consistency of post-termination compensation among
our executives. Gains from prior equity awards are not a material consideration in setting the level of such compensation. In particular,
we believe such employment agreements benefit us and our stockholders by attracting and retaining executives in a marketplace where
such protections are commonly offered by our peer companies. We also believe that severance protection triggered by a change-in-control
allows our executives to assess a potential change-in-control objectively, from the perspective of what is best for our stockholders,
without regard to the potential impact of the transaction on their own job security. We use a “double trigger” with
respect to benefits that are to be provided in connection with a change-in-control. A change-in-control does not itself trigger
benefits; rather, benefits are paid only if the employment of the executive is terminated by us other than for cause or due to
the executive’s death or disability during a specified period before or after a change of control. We believe a “double
trigger” benefit maximizes stockholder value because it prevents a windfall to executives in the event of a change of control
in which the executive retains significant responsibility as defined in his or her individual agreement, while still providing
our executives appropriate incentives to cooperate in negotiating any change of control that may put their jobs at risk. Further,
we believe the severance protection offered under the employment agreements is balanced with the interests of the Company and its
stockholders, as the executives are bound by non-disclosure, non-competition, and non-solicitation arrangements and must execute
a general release in favor of the Company as a condition to receiving benefits under these agreements. None of the agreements include
any tax gross-up payments for “golden parachute” excise taxes. All of the Named Executive Officers are “at will”
employees.



These employment agreements
are subject to automatic one-year extensions annually and, as part of the Compensation Committee’s review of all of our executive
compensation practices, will be reviewed to ensure that they continue to serve our interests in retaining these key executives,
remain consistent with packages offered by our peers, and provide reasonable levels of severance protection and compensation.



Perquisites and
Other Benefits



We maintain broad-based
benefits that are provided to all employees, including health, dental, and vision insurance, life and disability insurance, a 401(k)
plan, and an Employee Stock Purchase Plan.



Under the 401(k) plan,
Named Executive Officers are allowed to contribute on the same basis as other employees of the Company as determined by IRS regulations.
Effective January 1, 2010, the Company voluntarily agreed to match 50% of all employee contributions, including Named Executive
Officers, up to the first 6% of a participant’s annual salary for all 401(k) plan contributions, subject to certain IRS limitations.
In addition, the plan allows for additional discretionary matching contributions in excess of the 50% match. During calendar year
2015, the Company voluntarily agreed to match 50% of all employee contributions (for employees with up to five years of service),
75% of all employee contributions (for employees with six to nine years of service), and 100% of all employee contributions (for
employees with ten or more years of service), including Named Executive Officers, up to the first 6% of a participant’s annual
salary for all 401(k) plan contributions. Under the 401(k) plan, each participating employee, including Named Executive Officers,
is fully vested in his or her contributions to the 401(k) plan and Company contributions to the 401(k) plan will fully vest after
six years of service.



Under the Employee
Stock Purchase Plan, Named Executive Officers are allowed to participate on the same basis as other employees of the Company, which
allows employees on a voluntarily basis to purchase shares of our common stock directly from the Company through accumulated payroll
deductions, which the Company believes closely aligns the interests of participants with the interests of stockholders.



In addition, Named
Executive Officers are eligible to participate in the same employee benefit plans as all other employees. The cost of health and
dental insurance was 100% covered by the Company for Named Executive Officers during the fiscal year ended April 30, 2017. In addition,
all employees, including Named Executive Officers, receive one (1) times their annual salary in term-life insurance, long-term
disability benefits, and vision insurance at no cost to the employee. We also provide all employees, including Named Executive
Officers, the option to make pre-tax payroll deductions up to $2,600 per year under a flexible spending account plan that can be
utilized for out-of-pocket medical, dental and other allowable expenses. The Company also provides paid-time-off benefits to cover
vacation and sick time and annually determined Company holidays.











9






Factors for Determining Compensation



Performance.
One of the primary objectives of our compensation program is to motivate our Named Executive Officers to achieve our short and
long-term strategic goals. These goals are tied to, among other things, increasing contract manufacturing revenue, the advancement
of our product pipeline, the attainment of clinical and regulatory milestones, the development, acquisition and out-licensing of
key technologies, and the securing of capital funding. In addition to linking compensation to the attainment of pre-approved goals,
individual performance is assessed on the basis of more subjective, non-formulaic, criteria, such as:



| | · | involvement in, and responsibility for, the
development and implementation of our strategic plans and the attainment of our strategic and operating objectives;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | participation in the achievement of contract
manufacturing revenue growth and/or strategic or regulatory milestones;
| | - | --------------------------------------------------------------------------------------------------------------------

| | · | contribution to the management team and application
of managerial leadership skills; and
| | - | ----------------------------------------------------------------------------------------

| | · | involvement in accessing capital to fund
our research and development operations, facilities expansion and improvements and other business activities.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------



“Say-on-Pay”
Consideration. At our 2016 Annual Meeting, approximately 53% of the
shares voted at the meeting approved, on an advisory basis, the compensation of our Named Executive Officers. Given that less than
70% of the shares voted to approve the ‘say-on-pay’ advisory proposal, the Compensation Committee spent additional
time with its independent compensation consultant, reviewing the Company’s compensation practices, analyzing the various
elements of executive compensation for each Named Executive Officer and how such elements compare to the median compensation for
the Company’s peer group, assessing the Company’s progress towards the attainment of corporate goals, and other
factors affecting the Company’s strategic objectives. Following
thoughtful deliberation, the Compensation Committee determined not to implement specific changes and continued with its compensation
philosophy and its balanced approach to various components of its compensation program, after giving consideration to the level
of attainment of corporate goals and benchmarking compensation with the Company’s peer group. Furthermore, the Compensation
Committee does monitor the results of the annual advisory ‘say-on-pay’ proposal and refers to such results as one of
many factors considered, along with peer group benchmarking, in connection with the discharge of its responsibilities, although
the Compensation Committee does not assign a quantitative weighting to any such factors.



Market Benchmarks
and Competitive Analysis. We believe that our select peer group provides useful information to help us establish competitive
compensation practices and levels of compensation that allow us to attract, retain and motivate a talented executive team and,
at the same time, aligns the interests of our executives with those of our stockholders. Accordingly, in the fiscal year ended
April 30, 2017, Barney & Barney, the independent compensation consultant engaged by the Compensation Committee with experience
in evaluating public biopharmaceutical companies, has helped the Compensation Committee collect and analyze data and to compare
all components of our compensation program, including base salary, annual cash bonus and long-term equity awards, to the practices
of peer companies. In the fiscal year ended April 30, 2017, Barney & Barney developed a list of peer group of pharmaceutical
and biopharmaceutical companies based on several characteristics, including, being publicly traded, relative company size (e.g.,
market capitalization and number of employees), stage of development, performance and geographic location as compared to peer companies,
as well as the specific responsibilities of our executives. In addition, this peer group also includes companies with which we
believe we must compete for talent. The Compensation Committee intends to review and modify this peer group periodically to ensure
that this list remains aligned with our size and stage of development. For the fiscal year ended April 30, 2017, our peer group
consisted of the following 23 companies:



| | Amicus Therapeutics, Inc. | Dynavax Technologies Corp.     | Rigel Pharmaceuticals, Inc.    
| | ------------------------- | ------------------------------ | -------------------------------
| | Anika Therapeutics, Inc.  | Endocyte, Inc.                 | Sarepta Therapeutics, Inc.     
| | ArQule, Inc.              | Geron Corporation              | Spectrum Pharmaceuticals, Inc. 
| | Array BioPharma Inc.      | Immunomedics, Inc.             | Sucampo Pharmaceuticals, Inc.  
| | ChemoCentryx, Inc.        | Infinity Pharmaceuticals, Inc. | Threshold Pharmaceuticals, Inc.
| | Chimerix, Inc.            | MacroGenics, Inc.              | XOMA Corporation               
| | CTI BioPharma Corp.       | Madrigal Pharmaceuticals, Inc. | Zogenix, Inc.                  
| | Cytokinetics, Inc.        | NewLink Genetics Corporation   |                                



The
executive employment market in the biotechnology and pharmaceutical industry in Southern California is very competitive
because there are many pharmaceutical, biotechnology and medical device companies in that region, many of which are similar
to us in size and stage of development. We believe our executive compensation must be competitive within such a peer group,
yet fully aligned with our current stage of development and our responsibilities to stockholders. Our general philosophy and
practice is to target each of our executive’s overall compensation to be at approximately the market median for our
peer group. This benchmarking indicated that the total direct compensation for our President and Chief Executive Officer,
Chief Financial Officer and Vice President, General Counsel for the fiscal year ended April 30, 2017 was below the
25th percentile of our peer group, and the other two Named Executive Officers were below the 50th
percentile. The Compensation Committee considered this benchmarking information as one consideration in making the
compensation decisions reflected above, primarily to determine whether compensation paid to Named Executive Officers, in
light of Company and individual performance, is at, above or below the median of executive compensation among the
Company’s peer group.











10






Compensation Risk



As part of its oversight
of our compensation policies, the Compensation Committee considers the incentives created by our executive compensation program
and the impact that our compensation policies could have on our overall risk profile. In addition, the Compensation Committee annually
reviews our compensation policies and procedures to determine whether they create risks that are reasonably likely to have a material
adverse effect on the Company. Based on its latest review, the Compensation Committee has concluded that our compensation policies
and procedures do not create such risks.



Summary



The Compensation
Committee believes the Company’s compensation programs are designed and administered in a manner consistent with its compensation
philosophy and objectives. The Compensation Committee monitors these programs in recognition of the dynamic marketplace in which
the Company competes for talent. The Compensation Committee intends to continue to emphasize pay-for-performance and equity-based
incentive programs that reward executives for actual results and that are consistent with stockholder interests.



Compensation Committee
Report



The Report of the
Compensation Committee of the Board of Directors shall not be deemed incorporated by reference by any general statement incorporating
by reference this Amendment into any filing under the Securities Act or under the Exchange Act, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.



The Compensation Committee
of our Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with
management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Amendment.



The Compensation Committee of the Board of
Directors



Eric S. Swartz (Chairman)

Carlton M. Johnson, Jr.

David H. Pohl













11








Executive Compensation



All share and per share
amounts of our common stock for all periods presented have been retroactively adjusted to reflect the one-for-seven reverse stock
split of our issued and outstanding common stock, which took effect on July 10, 2017.



Compensation Summary



The following table
contains information with respect to the compensation for the fiscal years ended April 30, 2017, 2016 and 2015 by each individual
who acted as our chief executive officer, our chief financial officer, and our three other most highly compensated executive officers
during the fiscal year ended April 30, 2017. We refer to the executive officers identified in this table as our “Named Executive
Officers.”



SUMMARY COMPENSATION TABLE



|Name and Principal 
Position                                             | Fiscal Year                    | Salary 
($)(1)                          | Bonus
        ($)     | Stock Awards
($)(2)   | Option Awards
        ($)(2)            | Non-Equity
Incentive Plan
Compensation
($)(3) | All Other Compensation ($)(4)        | Total ($)                                    
|------------------------------------------------------------------------ | ------------------------------ | --------------------------------------- | --------------------- | --------------------- | --------------------------------------- | --------------------------------------------- | ------------------------------------ | ---------------------------------------------
|Steven W. King, President and Chief Executive Officer                    | 2017
        2016
        2015 | 540,000
        520,000
        517,160 | —
        —
        — | —
        —
        — | 209,500
        316,860
        581,280 | 281,941
        362,000
        389,863       | 51,365
        51,043
        39,754 | 1,082,806
        1,249,903
        1,528,057
|Paul J. Lytle, Chief Financial Officer                                   | 2017
        2016
        2015 | 405,000
        390,000
        388,032 | —
        —
        — | —
        —
        — | 104,750
        158,430
        290,640 | 140,970
        156,000
        219,931       | 51,948
        50,580
        40,253 | 702,668
        755,010
        938,856      
|Shelley P.M. Fussey, Vice President, Intellectual
        Property       | 2017
        2016
        2015 | 321,000
        321,000
        319,874 | —
        —
        — | —
        —
        — | 62,850
        79,215
        145,320   | 14,044
        56,175
        114,994         | 30,109
        30,004
        20,746 | 428,003
        486,394
        600,934      
|Joseph S. Shan, Vice President, Clinical & Regulatory
Affairs            | 2017
        2016
        2015 | 308,654
        300,000
        298,862 | —
        —
        — | —
        —
        — | 62,850
        105,620
        145,320  | 87,212
        122,917
        59,917         | 51,913
        50,463
        38,468 | 510,629
        579,000
        542,567      
|Mark R. Ziebell, Vice President, General Counsel and
Corporate Secretary | 2017
        2016
        2015 | 361,385
        348,000
        346,731 | —
        —
        — | —
        —
        — | 62,850
        105,620
        254,310  | 112,704
        91,350
        114,477        | 44,074
        42,334
        40,575 | 581,013
        587,304
        756,093      

______________________

| | (1) | Salary information is reported as of the last payroll paid prior to or immediately after April 30th
of each fiscal year.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (2) | Represents the aggregate grant date fair value of the awards made in each fiscal year as computed
in accordance with the authoritative guidance for share-based compensation. These amounts do not correspond to the actual value
that may be recognized by each Named Executive Officer. Additional information regarding outstanding awards, including corresponding
exercise prices and expiration dates, can be found in the “Outstanding Equity Awards at Fiscal Year-End” table of this
Amendment. The assumptions used in determining the grant date fair values of the stock and option awards are set forth in Note 6
“Equity Compensation Plans” in our Annual Report on Form 10-K for the period ended April 30, 2017, filed with
the SEC on July 14, 2017.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Represents performance bonuses earned under the Company’s Annual Cash Bonus Plan. For fiscal
years 2016 and 2017, amounts include performance bonuses for the prior fiscal year that were carried over and made subject to additional
performance requirements achieved in fiscal years 2016 and 2017, respectively. Additional information regarding the Company’s
Annual Cash Bonus Plan for its Named Executive Officers can be found in the “Compensation Discussion and Analysis”
section of this Amendment under “Annual Cash Bonus Plan”.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Amounts shown in this column reflect the cost of benefits paid on behalf of the Named Executive Officer
for health, dental, and vision benefits in addition to premiums paid for disability and term life insurance (collectively referred
to as “Health Benefits”) as well as company contributions to the Peregrine Pharmaceuticals, Inc. 401(k) Plan. Health
Benefits paid and/or accrued during the fiscal year ended April 30, 2017 for each Named Executive Officer were as follows: Mr.
King - $35,465; Mr. Lytle - $36,048; Dr. Fussey - $14,209; Mr. Shan - $35,930; and Mr. Ziebell - $35,995. Company contributions
to the Peregrine Pharmaceuticals, Inc. 401(k) Plan during the fiscal year ended April 30, 2017 for each Named Executive Officer
were as follows: Mr. King - $15,900; Mr. Lytle - $15,900; Dr. Fussey - $15,900; Mr. Shan - $15,983; and Mr. Ziebell - $8,078.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













12






Grants of Plan-Based Awards For the Fiscal
Year Ended April 30, 2017



The following table
set forth certain summary information with respect to non-equity incentive plans and each plan-based award granted during the fiscal
year ended April 30, 2017 to our Named Executive Officers:



GRANTS OF PLAN-BASED AWARDS FOR THE FISCAL
YEAR ENDED APRIL 30, 2017



|                    |            |  | Estimated Future Payouts Under
    Non-Equity Incentive Plan Awards (1) |            |             | All Other Stock Awards: Number of Shares of Stock or |  | All Other Option Awards: Number of Securities Underlying |  | Exercise or Base Price of Option |  | Grant Date Fair Value of Stock or Option
|------------------- | ---------- |  | ----------------------------------------------------------------------- | ---------- | ----------- | ---------------------------------------------------- |  | -------------------------------------------------------- |  | -------------------------------- |  | ----------------------------------------
|Name                | Grant Date |  | Threshold ($)                                                           | Target ($) | Maximum ($) |                                                      |  | Units 
(#)                                               |  | Options
        (#) (2)          |  | Awards ($/sh)                           
|Steven W. King      | —          |  | —                                                                       | 324,480    | 486,720     |                                                      |  | —                                                        |  | —                                |  | —                                       
|                    | 6/2/2016   |  | —                                                                       | —          | —           |                                                      |  | —                                                        |  | 71,429                           |  | 3.50                                    
|Paul J. Lytle       | —          |  | —                                                                       | 162,240    | 243,360     |                                                      |  | —                                                        |  | —                                |  | —                                       
|                    | 6/2/2016   |  | —                                                                       | —          | —           |                                                      |  | —                                                        |  | 35,714                           |  | 3.50                                    
|Shelley P.M. Fussey | —          |  | —                                                                       | 112,350    | 168,525     |                                                      |  | —                                                        |  | —                                |  | —                                       
|                    | 6/2/2016   |  | —                                                                       | —          | —           |                                                      |  | —                                                        |  | 21,429                           |  | 3.50                                    
|Joseph S. Shan      | —          |  | —                                                                       | 108,150    | 162,225     |                                                      |  | —                                                        |  | —                                |  | —                                       
|                    | 6/2/2016   |  | —                                                                       | —          | —           |                                                      |  | —                                                        |  | 21,429                           |  | 3.50                                    
|Mark R. Ziebell     | —          |  | —                                                                       | 126,672    | 190,008     |                                                      |  | —                                                        |  | —                                |  | —                                       
|                    | 6/2/2016   |  | —                                                                       | —          | —           |                                                      |  | —                                                        |  | 21,429                           |  | 3.50                                    

______________

| | (1) | Represents each Named Executive Officer’s participation in the Company’s Annual Cash Bonus
Plan, as adopted by the Compensation Committee in July 2011. The amounts shown in the “Target” column reflect a percentage
of each Named Executive Officer’s base salary for the fiscal year ended April 30, 2017, as specified under the Annual Cash
Bonus Plan. The amounts shown in the “Maximum” column are 150% of the respective target amounts, representing the 1.5
times corporate multiplier under the Annual Cash Bonus Plan. There is no minimum amount payable for a certain level of performance.
Additional information regarding the Company’s Annual Cash Bonus Plan for its Named Executive Officers can be found in the
“Compensation Discussion and Analysis” section of this Amendment under “Annual Cash Bonus Plan”. The actual
amount of bonus earned by each Named Executive Officer under the Annual Cash Bonus Plan is reflected in the Summary Compensation
Table above under the heading, “Non-Equity Incentive Plan Compensation.”
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Option awards referenced in the table above were granted under our 2011 Stock Incentive Plan and vest
in eight (8) equal quarterly installments over a two-year period beginning on the first quarter following the date of grant and
each quarter thereafter until fully-vested
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The assumptions used in determining the grant date fair value of option awards are set forth in Note 6
“Equity Compensation Plans” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2017, filed
with the SEC on July 14, 2017.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













13






Outstanding Equity Awards at Fiscal Year-End



The following table
sets forth certain information regarding unexercised stock options held by our Named Executive Officers as of fiscal year ended
April 30, 2017:



|                            |  | Option Awards                                                          
|--------------------------- |  | -----------------------------------------------------------------------
|Named Executive
    Officer |  | Number of Securities
    Underlying Unexercised Options (#) Exercisable
|Steven W. King              |  | 7,143                                                                  
|                            |  | 31,571                                                                 
|                            |  | 20,357                                                                 
|                            |  | 37,519                                                                 
|                            |  | 35,714                                                                 
|                            |  | 28,571                                                                 
|                            |  | 57,143                                                                 
|                            |  | 35,714                                                                 
|                            |  | 57,143                                                                 
|                            |  | 37,500                                                                 
|                            |  | 26,787                                                                 
|Paul J. Lytle               |  | 4,286                                                                  
|                            |  | 17,143                                                                 
|                            |  | 8,214                                                                  
|                            |  | 20,000                                                                 
|                            |  | 28,571                                                                 
|                            |  | 28,571                                                                 
|                            |  | 28,571                                                                 
|                            |  | 28,571                                                                 
|                            |  | 18,751                                                                 
|                            |  | 13,394                                                                 

|Shelley P.M. Fussey |  | 4,286  |  | —          |  | 13.65 |  | 01/11/2018
|------------------- |  | ------ |  | ---------- |  | ----- |  | ----------
|                    |  | 10,715 |  | —          |  | 20.51 |  | 02/01/2020
|                    |  | 4,286  |  | —          |  | 17.08 |  | 05/02/2021
|                    |  | 8,286  |  | —          |  | 6.65  |  | 02/17/2022
|                    |  | 17,857 |  | —          |  | 3.22  |  | 05/04/2022
|                    |  | 21,429 |  | —          |  | 8.26  |  | 12/27/2022
|                    |  | 14,286 |  | —          |  | 9.87  |  | 05/06/2023
|                    |  | 14,286 |  | —          |  | 12.25 |  | 05/06/2024
|                    |  | 9,375  |  | 1,339 (1)  |  | 9.17  |  | 05/11/2025
|                    |  | 8,037  |  | 13,392 (2) |  | 3.50  |  | 06/02/2026
|Joseph S. Shan      |  | 2,857  |  | —          |  | 29.40 |  | 07/06/2017
|                    |  | 2,857  |  | —          |  | 13.65 |  | 01/11/2018
|                    |  | 10,715 |  | —          |  | 20.51 |  | 02/01/2020
|                    |  | 4,286  |  | —          |  | 17.08 |  | 05/02/2021
|                    |  | 20,000 |  | —          |  | 6.65  |  | 02/17/2022
|                    |  | 21,429 |  | —          |  | 3.22  |  | 05/04/2022
|                    |  | 21,429 |  | —          |  | 8.26  |  | 12/27/2022
|                    |  | 14,286 |  | —          |  | 9.87  |  | 05/06/2023
|                    |  | 14,286 |  | —          |  | 12.25 |  | 05/06/2024
|                    |  | 12,501 |  | 1,785 (1)  |  | 9.17  |  | 05/11/2025
|                    |  | 8,037  |  | 13,392 (2) |  | 3.50  |  | 06/02/2026
|Mark R. Ziebell     |  | 32,143 |  | —          |  | 3.29  |  | 06/20/2022
|                    |  | 21,429 |  | —          |  | 8.26  |  | 12/27/2022
|                    |  | 25,000 |  | —          |  | 9.87  |  | 05/06/2023
|                    |  | 25,000 |  | —          |  | 12.25 |  | 05/06/2024
|                    |  | 12,501 |  | 1,785 (1)  |  | 9.17  |  | 05/11/2025
|                    |  | 8,037  |  | 13,392 (2) |  | 3.50  |  | 06/02/2026

______________

| | (1) | Option
                                         vests in eight (8) equal quarterly installments over a two-year period beginning August
                                         11, 2015 and each quarter thereafter until fully-vested.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Option
                                         vests in eight (8) equal quarterly installments over a two-year period beginning September
                                         2, 2016 and each quarter thereafter until fully-vested.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







14






Option Exercises and Stock Vested



There were no stock
option exercises or vesting of restricted stock by the Company’s Named Executive Officers during the fiscal year ended April
30, 2017.



Overview of Employment Agreements and Potential
Payments Upon Termination or Change-in-Control



Employment Agreements



We have entered into
an employment agreement with each of our Named Executive Officers, each of which are subject to automatic one-year extensions annually
unless either party gives written notice of such party’s intent not to renew the employment agreement at least ninety (90) days
prior to the commencement of the next year’s period.



Each employment agreement
provides that the executive officer must devote his or her full business time to the performance of services to the Company. In
addition, each executive officer has agreed to maintain the confidentiality of the Company’s proprietary information, and
that all work product discovered or developed by him or her in the course of his or her employment belongs to the Company. Each
executive officer has further agreed that he or she will not (i) compete with the Company, directly or indirectly, during the course
of such executive’s employment within the United States or any foreign country in which the Company has done business or
has actually investigated doing business or where its products are sold or distributed, or (ii) solicit Company employees or customers
during the course of employment and for a period of one year following the termination of such executive’s employment.



The Company has the
right to terminate each executive’s employment for “cause” if such executive (a) breaches in any material respect
or fails to fulfill in any material respect his or her fiduciary duty owed to Company; (b) breaches in any material respect his
or her employment agreement or any other confidentiality or non-solicitation, non-competition agreement with the Company; (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 or her duties to the Company, provided that he or she fails to cure any such failure within
thirty (30) days after written notice from Company of such failure, provided further, however, that such right to cure shall not
apply to any repetition of the same failure previously cured under the agreement; or (f) violates any material rule, regulation
or policy of the Company that may be established and made known to Company’s employees from time to time, including without
limitation, the Company’s employee handbook. If an executive is terminated for “cause”, he or she shall have
no right to receive any compensation or benefit under his or her employment agreement after such termination other than base salary
and paid time-off earned or accrued but unpaid as of the date of termination.



The following discussion
describes the amounts that we would pay or provide to our Named Executive Officers or, as applicable, their beneficiaries under
these employment agreements as a result of (i) termination without cause or resignation for good reason, (ii) termination following
a change-in-control, (iii) death or disability, and (iv) voluntary resignation with extended notice.



Payments Upon Termination
Without Cause or Resignation for Good Reason



If we terminate Mr.
King’s, Mr. Lytle’s or Mr. Ziebell’s employment without cause or the executive terminates his employment for
“good reason”, such executive is entitled to (i) continued base salary and group insurance benefits for a period of
twelve (12) months, and (ii) the payment of any prorated target bonus. In addition, each of Mr. King, Mr. Lytle and Mr. Ziebell
shall have a period of time equal to the lesser of two years following the date of such termination or until the original expiration
date of the applicable option agreement to exercise any vested and outstanding stock options as of the date of such termination.
If we terminate Dr. Fussey’s or Mr. Shan’s employment without cause or such executive terminates his or her employment
for good reason, such executive shall be entitled to (i) continued base salary and group insurance benefits for a period of twelve
(12) months, and (ii) the payment of any prorated target bonus. In addition, each of Dr. Fussey and Mr. Shan shall have a period
of time equal to the lesser of twelve (12) months following the date of such termination or until the original expiration date
of the applicable option agreement to exercise any vested and outstanding stock options as of the date of such termination. An
executive’s receipt of the foregoing severance benefits shall be conditioned upon such executive’s execution of a general
release of known and unknown claims in favor of the Company and its affiliates.



Each employment agreement
defines “good reason” as (a) the Company relocates executive’s principal place of work to a location more than
fifty (50) miles from the original location, without the executive’s prior written approval; (b) the executive’s
position and/or duties are modified so that his or her duties are no longer consistent with the executive’s title; or (c)
the executive’s annual base salary and related benefits, as adjusted from time to time, are reduced without his or her written
authorization.











15






The following table
sets forth the potential payments to our Named Executive Officers assuming a termination without cause or resignation for good
reason with estimated benefits calculated as if the termination occurred on or about April 30, 2017:



|Named Executive Officer |  | Base
        Salary ($)(1) |  | Target 
Bonus ($)(2) |  | Group
        Benefits ($)(3) |  | Total ($) | 
|----------------------- |  | -------------------------- |  | -------------------- |  | ----------------------------- |  | --------- | 
|Steven W. King          |  | 540,800                    |  | 324,480              |  | 36,756                        |  | 902,036  
|Paul J. Lytle           |  | 405,600                    |  | 162,240              |  | 37,348                        |  | 605,188  
|Shelley P.M. Fussey     |  | 321,000                    |  | 112,350              |  | 14,651                        |  | 448,001  
|Joseph S. Shan          |  | 309,000                    |  | 108,150              |  | 37,229                        |  | 454,379  
|Mark R. Ziebell         |  | 361,920                    |  | 126,672              |  | 37,298                        |  | 525,890  

______________

| | (1) | Represents payment of base salary for a period of twelve (12) months.
| | --- | ---------------------------------------------------------------------

| | (2) | The payment of a Target Bonus to the Named Executive Officers is at the sole discretion of the Company’s
Board of Directors. Amount includes the maximum proposed Target Bonus as a percentage of base salary established for the fiscal
year ended April 30, 2017 for each Named Executive Officer as follows: Mr. King – 60%; Mr. Lytle – 40%; Mr. Ziebell
– 35%; Dr. Fussey – 35%; and Mr. Shan – 35%.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Represents estimated payment to reimburse executive’s monthly benefits premiums for continued
group health, dental, and vision benefits in addition to premiums for disability and term life insurance during the severance period
of twelve (12) months. Amounts were calculated based on current premiums paid for executive’s benefits.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Payments Upon a
Termination in Connection with a Change-in-Control



In the event of a change-in-control
of Peregrine, if a Named Executive Officer’s (i) employment is terminated other than for cause within three (3) months prior
or thirty-six (36) months following a change-in-control (in the case of Mr. King) or twenty-four (24) months following a change-in-control
(in the case of the other Named Executive Officers), or (ii) such executive terminates his employment for “good reason”
within twelve (12) months following a change-in-control, the executive shall be paid a lump sum amount equal to (a) thirty-six
(36) months’, in the case of Mr. King, and twenty-four (24) months’, in the case of the other Named Executive Officers,
base salary then in effect, (b) one hundred percent (100%) of such executive’s target bonus, and (c) payment of group insurance
benefits for thirty-six (36) months, in the case of Mr. King, and twenty-four (24) months, in the case of the other Named Executive
Officers. In addition, each of the Named Executive Officers’ outstanding unvested stock options immediately shall become
fully vested and each shall have a period of time equal to the lesser of two years following the date of such termination or until
the original expiration date of the applicable option agreement to exercise any vested and outstanding stock options as of the
date of such termination. An executive’s receipt of the foregoing severance benefits shall be conditioned upon such executive’s
execution of a general release of known and unknown claims in favor of the Company and its affiliates.



The following table
sets forth the potential payments to our Named Executive Officers assuming a termination without cause or resignation for good
reason in connection with a change-in-control, with estimated benefits calculated assuming the change-in-control and termination
of employment occurred on or about April 30, 2017:





|Named
    Executive Officer |  | Base
Salary($)(1) |  | Target 
Bonus ($)(2) |  | Stock Option
Acceleration
($)(3) |  | Group 
Benefits ($)(4) |  | Total ($)
|--------------------------- |  | ----------------- |  | -------------------- |  | -------------------------------- |  | ---------------------- |  | ---------
|Steven W. King              |  | 1,622,400         |  | 324,480              |  | 36,093                           |  | 110,268                |  | 2,093,241
|Paul J. Lytle               |  | 811,200           |  | 162,240              |  | 18,046                           |  | 74,696                 |  | 1,066,182
|Shelley P.M. Fussey         |  | 642,000           |  | 112,350              |  | 10,827                           |  | 29,302                 |  | 794,479  
|Joseph S. Shan              |  | 618,000           |  | 108,150              |  | 10,827                           |  | 74,458                 |  | 811,435  
|Mark R. Ziebell             |  | 723,840           |  | 126,672              |  | 10,827                           |  | 74,596                 |  | 935,935  



______________

| | (1) | Represents payment of base salary for a period of thirty-six (36) months for Mr. King and twenty-four
(24) months for Mr. Lytle, Dr. Fussey, Mr. Shan and Mr. Ziebell.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The payment of a Target Bonus to the Named Executive Officer is at the discretion of the Company’s
Board of Directors. A Target Bonus is equal to a percentage of the Named Executive Officer’s annual base salary as follows:
Mr. King – 60%; Mr. Lytle – 40%; Dr. Fussey – 35%; Mr. Shan – 35%; and Mr. Ziebell – 35%. The above
assumes that the Board of Directors authorized the payment of the full Target Bonus to each executive for the fiscal year.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Amount calculated by multiplying the number of unvested shares subject to accelerated vesting under
outstanding stock options by the difference between $4.31 (the closing price per share of our common stock on the last trading
day of fiscal year ended April 30, 2017) and the exercise price per share of the underlying stock option in connection with a change-in-control
event. These amounts, if any, do not correspond to the actual value that may be recognized by each Named Executive Officer as there
can be no assurance that the options will ever be exercised or that the value on exercise will be equal to the amounts shown in
this column.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Represents estimated payment to reimburse executive’s monthly benefits premiums for continued
group health, dental, and vision benefits in addition to premiums for disability and term life insurance during the severance period
of thirty-six (36) months for Mr. King and twenty-four (24) months for Mr. Lytle, Dr. Fussey, Mr. Shan and Mr. Ziebell. Amounts
were calculated based on current premiums paid for executive’s benefits.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









16






Payments upon Death or Disability



In the event of the
death or disability, as defined in the employment agreements, of a Named Executive Officer, the Company will not pay any further
compensation or benefits after such event other than the payment by the Company of group insurance benefits previously provided
to our Named Executive Officers for a period of twelve (12) months, in the case of Mr. King, Mr. Lytle and Mr. Ziebell, and nine
(9) months, in the case of Dr. Fussey and Mr. Shan. Amounts were calculated based on current premiums paid for executive’s
benefits as follows:



|Named Executive Officer |  |  | Group Benefits ($)
|----------------------- |  |  | ------------------
|Paul J. Lytle           |  |  | 37,348            
|Shelley P.M. Fussey     |  |  | 10,988            
|Joseph S. Shan          |  |  | 27,922            
|Mark R. Ziebell         |  |  | 37,298            



Payments upon Executive’s
Voluntary Resignation with Extended Notice Period



In the event that a
Named Executive Officer voluntarily resigns, and in connection therewith provides ninety (90) days’ advance written notice
(the “Extended Notice Period”) to the Company, and provided the executive shall have been employed by the Company for
a period of at least five (5) years (in the case of Dr. Fussey, Mr. Shan and Mr. Ziebell), the Company will pay the Named Executive
Officer’s 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 nine (9) months in the case of Mr. King and six (6) months in the case of
the other Named Executive Officers after the Extended Notice Period provided the executive makes themselves telephonically available
to the Board of Directors and the Company’s executive team for up to two (2) hours per week.



Director Compensation



Director Compensation Policy



Pursuant to our compensation
program for non-employee directors, during the fiscal year ended April 30, 2017, each member of our Board of Directors who was
not an employee or officer of the Company received an annual cash retainer, paid in monthly installments, of $180,000 per year.
In addition, each non-employee director received a separate annual cash retainer related to their board membership and oversight
of our wholly-owned subsidiary, Avid Bioservices, Inc. (“Avid”), paid in monthly installments, of $60,000 per year.
Moreover, for their services as chairperson of their respective committees, the chairman of the Audit Committee, the chairman of
the Compensation Committee, and the chairman of the Nominating Committee received an additional annual cash retainer, paid in monthly
installments, of $90,000, $60,000, and $30,000 per year, respectively. Furthermore, each non-employee director received a cash
fee of $2,000 per day for each Board of Directors meeting attended, whether in-person or telephonically, and is entitled to receive
a cash fee of $2,000 for each additional Company meeting attended in excess of four hours in length. A member of the Board of Directors
who is also our employee receives no additional compensation for serving as a director.



Pursuant to our compensation
program for non-employee directors, each non-employee director participates in our routine annual broad-based stock option grant
program. The grant to each non-employee director: (i) consists of a non-qualified stock option to purchase a number of shares of
common stock as determined by the Compensation Committee; (ii) has an exercise price equal to the fair market value of our common
stock on the date of grant; and (iii) typically vests in quarterly increments over a two-year period.



In addition, the Company
reimburses its non-employee directors for their out-of-pocket expenses incurred in connection with attending Board of Directors
and committee meetings.









17






Director Compensation Table



The following table
outlines the compensation paid to our non-employee directors, including annual base retainer fees, meeting attendance fees, and
option awards for the fiscal year ended April 30, 2017:





|Name                    |  | Fees Earned or
Paid in
    Cash     ($) |  | Option
Awards ($) (1) |  | Total ($)
|----------------------- |  | --------------------------------------- |  | --------------------- |  | ---------
|Carlton M. Johnson, Jr. |  | 360,000 (2)                             |  | 83,800 (5)            |  | 443,800  
|David H. Pohl           |  | 300,000 (3)                             |  | 83,800                |  | 383,800  
|Eric S. Swartz          |  | 330,000 (4)                             |  | 83,800 (5)            |  | 413,800  



_________________________



| | (1) | As to each individual, represents the grant date
    fair value of the option award granted in the fiscal year ended April 30, 2017 as computed in accordance with the
    authoritative guidance for share-based compensation. The     assumptions used in determining the grant date fair values of the option
    awards are set     forth in Note     6     “Equity     Compensation Plans” in our Annual Report on Form 10-K for
    the fiscal year     ended April 30, 2017,     as filed     with the     SEC on July 14, 2017. In addition, these amounts do
    not correspond to the     actual value that may be     recognized by the     non-employee director. As of April 30, 2017,
    each non-employee director     held unexercised option       awards covering 274,213     shares of common stock.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Includes annual base retainers of $240,000 (including Avid annual base retainer), the annual Audit Committee chair fee of $90,000 and meeting fees of $30,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (3) | Includes annual base retainers of $240,000 (including Avid annual base retainer), the annual Nominating Committee chair fee of $30,000 and meeting fees of $30,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (4) | Includes annual base retainers of $240,000 (including Avid annual base retainer), the annual Compensation Committee chair fee of $60,000 and meeting fees of $30,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (5) | Pursuant to the settlement terms of a derivative lawsuit approved by Vice Chancellor Laster by Order dated
July 27, 2017, the Board of Directors have agreed to cap their individual annual compensation at the greater of (i) $400,000, or
(ii) the 75th percentile of compensation paid by the Company’s peer group to its non-employee directors for a
period of two years from the settlement date. On August 25, 2017, Messrs. Johnson and Swartz voluntarily forfeited 14,934 and 4,706
options, respectively, thereby reducing their fiscal year 2017 director compensation by $43,802 and $13,803, respectively, which
reduced their total compensation to below the agreed upon cap.                                                                                                                           





Compensation Committee Interlocks and Insider
Participation



The following non-employee
directors currently serve on the Compensation Committee of the Board of Directors: Mr. Carlton M. Johnson, Jr., Mr. David H. Pohl
and Mr. Eric S. Swartz. There are no interlocks of executive officers or directors of the Company serving on the compensation committee
or equivalent committee of another entity, which has any director or executive officer serving on the Compensation Committee, other
committees or the Board of Directors of the Company.











18






| | Item 12. | Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
| | -------- | ----------------------------------------------------------------------------------------------



Share
Ownership



The following table
sets forth certain information regarding the beneficial ownership of our common stock as of August 25, 2017, by: (i) each
stockholder known to us to beneficially own more than 5% of our common stock; (ii) each director and director nominee; (iii) our
Named Executive Officers for the fiscal year ended April 30, 2017; and (iv) all directors and executive officers of the Company
as a group.



Beneficial ownership
is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares of common
stock. Under these rules, shares of common stock subject to any option, warrant or right that are exercisable or convertible within
60 days of August 25, 2017, and shares of common stock that could be acquired through the conversion of our outstanding 10.50%
Series E Convertible Preferred Stock (the “Series E Preferred Stock”) are deemed beneficially owned and outstanding
for computing the percentage ownership of the individual or entity holding such securities, but are not considered outstanding
for computing the percentage ownership of any other person. Unless otherwise indicated, each person named below holds sole investment
and voting power, other than the powers that may be shared with the person’s spouse under applicable law.



All share and per
share amounts of our common stock for all periods presented have been retroactively adjusted to reflect the one-for-seven reverse
stock split of our issued and outstanding common stock, which took effect on July 10, 2017.



|                                                                                                   |  | Beneficial
                                         Ownership of Common
                                         Stock |          
|-------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- | ---------
|Name and Address
    of Beneficial Owner                                                           |  | Number
    of Shares                                                                                                   |          
|5% or Greater Stockholders:                                                                        |  |                                                                                                                        |          
|Eastern Capital Limited (b)    10
    Market Street, #773    Grand Cayman, KY1-9006 Cayman Islands |  |                                                                                                                        | 4,300,993
|Ronin Trading, LLC (c)
   350 N. Orleans Street, Suite 2N
   Chicago, IL 60654                     |  |                                                                                                                        | 3,310,651
|John S. Stafford, III   350 N. Orleans Street,
    Suite 2N    Chicago, IL 60654                   |  |                                                                                                                        |          
|Stephen White (d)
   737 N Michigan Avenue, Suite 2250
   Chicago, IL 60611                        |  |                                                                                                                        | 641,795  
|SW Investment Management LLC
   737 N Michigan Avenue, Suite 2250
   Chicago, IL 60611             |  |                                                                                                                        |          
|SWIM Partners LP
   737 N Michigan Avenue, Suite 2250
   Chicago, IL 60611                         |  |                                                                                                                        |          
|Tappan Street Partners, LLC (e)   33 Irving
    Place, Third Floor    New York, NY 10003           |  |                                                                                                                        | 2,298,684
|Tappan Street Partners Fund, L.P.
   33 Irving Place, Third Floor
   New York, NY 10033            |  |                                                                                                                        |          
|Tappan Street Partners Ideas Fund L.P.
   33 Irving Place, Third Floor
   New York, NY 10033       |  |                                                                                                                        |          
|Prasad Phatak
   33 Irving Place, Third Floor
   New York, NY 10033                                |  |                                                                                                                        |          











19






|Named Executive Officers and Directors (f):                     |  |  |           |           |  |  |       | 
|--------------------------------------------------------------- |  |  | --------- | --------- |  |  | ----- | 
|Steven W. King                                                  |  |  | 431,625   | (g)       |  |  | *     | 
|Eric S. Swartz                                                  |  |  | 338,845   | (g)(h)(j) |  |  | *     | 
|David H. Pohl                                                   |  |  | 251,878   | (g)(j)    |  |  | *     | 
|Paul J. Lytle                                                   |  |  | 233,970   | (g)       |  |  | *     | 
|Carlton M. Johnson, Jr.                                         |  |  | 229,637   | (g)(j)    |  |  | *     | 
|Joseph S. Shan                                                  |  |  | 150,409   | (g)       |  |  | *     | 
|Shelley P.M. Fussey, Ph.D.                                      |  |  | 140,647   | (g)       |  |  | *     | 
|Mark R. Ziebell                                                 |  |  | 132,325   | (g)(i)    |  |  | *     | 
|All
    directors and executive officers as a group (8 persons) |  |  | 1,909,336 |           |  |  | 4.08% | 

___________________________



| | *   | Represents less than 1% of the outstanding shares of our common
    stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Applicable percentage ownership of common stock computed on the
    basis of 45,096,081 shares of common stock outstanding at August 25, 2017, plus (i) shares of our common stock that could
    be acquired through the exercise of stock options that will become exercisable within 60 days of August 25, 2017 and (ii)
    shares of our common stock that could be acquired upon conversion of shares of our Series E Preferred Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | The information set forth herein is based solely on a Schedule
13G/A filed jointly with the SEC on November 2, 2015 by Eastern Capital Limited, Portfolio Services Ltd. and Kenneth B. Dart.  According
to the Schedule 13G/A, each reporting person has shared voting and dispositive power over all of these shares (including 523,810
shares of common stock that may be acquired upon the conversion of 440,000 shares of Series E Preferred Stock).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | The information set forth herein is based solely on a Schedule
    13D/A filed jointly with the SEC on July 14, 2017 by John S. Stafford, III; Ronin Trading, LLC; Stephen White; SW Investment
    Management LLC; SWIM Partners LP; Gregory P. Sargen; Brian W. Scanlan; and Saiid Zarrabian. According to the Schedule
    13D/A, (i) Ronin Trading, LLC directly beneficially owns 3,310,651 shares of common stock (including 137,260 shares of common
    stock that may be acquired upon the conversion of 115,299 shares of Series E Preferred Stock) and has sole voting and dispositive
    power over these shares; and (ii) Mr. Stafford, as the Manager of Ronin Trading, LLC, may be deemed to beneficially own the
    3,310,651 shares of common stock beneficially owned by Ronin Trading, LLC, and has sole voting and dispositive power over
    these shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | The information set forth herein is based solely on a Schedule
    13D/A filed jointly with the SEC on July 14, 2017 by John S. Stafford, III; Ronin Trading, LLC; Stephen White; SW Investment
    Management LLC; SWIM Partners LP; Gregory P. Sargen; Brian W. Scanlan; and Saiid Zarrabian.  According to the Schedule
    13D/A, (i) SWIM Partners LP directly beneficially owns 469,308 shares of common stock (including 10,333 shares of common stock
    that may be acquired upon the conversion of 8,680 shares of Series E Preferred Stock) and has sole voting and dispositive
    power over these shares; (ii) SW Investment Management LLC, the general partner and investment advisor of SWIM Partners LP,
    directly beneficially owns 172,487 shares of common stock (including 3,714 shares of common stock that may be acquired upon
    the conversion of 3,120 shares of Series E Preferred Stock), which are held in an account separately managed by SW Investment
    Management LLC (the “SW Account”); (iii) SW Investment Management LLC, as the general partner and investment adviser
    of SWIM Partners LP and the investment adviser of the SW Account, may be deemed to beneficially own the 641,795 shares of
    common stock beneficially owned in the aggregate by SWIM Partners  LP and held in the SW Account and has sole voting
    and dispositive power over these shares; and (iv) Mr. White, as the manager of SW Investment Management LLC, is the indirect
    beneficial owner of all 641,795 shares of common stock (including 14,047 shares of common stock issuable upon conversion of
    11,800 shares of Series E Preferred Stock) beneficially owned in the aggregate by SW Investment Management LLC and SWIM Partners
    LP by virtue of his having sole voting and dispositive power over such shares.
| | (e) | The information set forth herein is based solely on a Schedule
    13G/A filed jointly with the SEC on August 14, 2017 by Tappan Street Partners LLC, Tappan Street Partners Fund L.P., Tappan
    Street Partners Ideas Fund L.P. and Prasad Phatak.  According to the Schedule 13G/A, (i) Tappan Street Partners
    Fund (the “Fund”) beneficially owns 1,540,000 shares of common stock and has shared voting and dispositive power
    over these shares; (ii) Tappan Street Partners Ideas Fund L.P. (the “Ideas Fund”) beneficially owns 691,577 shares
    of common stock and has shared voting and dispositive power over these shares; (iii) Tappan Street Partners LLC, as the investment
    manager of the Fund and the Ideas Fund (collectively referred to as the “Funds”), may be deemed to beneficially
    own the 2,231,577 shares of common stock beneficially owned in the aggregate by the Funds and has shared voting and dispositive
    power over these shares; (iv) Mr. Phatak, as the managing member of Tappan Street Partners LLC, possesses the power to vote
    and dispose or direct the disposition of the 2,231,577 shares beneficially owned by Tappan Street Partners LLC as investment
    manager to the Funds, however, Mr. Phatak disclaims beneficial ownership of any of the shares held by the Funds; and (v) Mr.
    Phatak beneficially owns 67,107 shares of common stock and has sole voting and dispositive power over these shares.                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | The address of all of our executive officers and directors is
    c/o Peregrine Pharmaceuticals, Inc., 14282 Franklin Avenue, Tustin, California, 92780.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (g) | Includes shares that such individuals have the right to acquire
    as of August 25, 2017, or within 60 days thereafter, pursuant to outstanding stock options as follows: Mr.
    King—398,377 shares; Mr. Swartz—242,828 shares; Mr. Pohl—251,592; ; Mr. Lytle—207,678 shares; Mr.
    Johnson—228,542 shares; Mr. Shan—136,969 shares; Dr. Fussey—119,540 shares; and Mr. Ziebell—131,253
    shares. Such shares are deemed to be outstanding in calculating the percentage ownership of such individual (and
    the group), but are not deemed to be outstanding as to any other person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (h) | Includes 15,391 shares of common stock owned by Swartz Ventures,
    Inc., 18,000 shares of common stock owned by Highlight Fund, LLC, and 52,978 shares held in an Individual Retirement Account
    (“IRA”) for the benefit of Mr. Swartz. Mr. Swartz has sole control over Swartz Ventures, Inc., Highlight
    Fund, LLC and his IRA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | Includes 1,072 shares of common stock that could be acquired
    upon conversion of the 900 shares of our Series E Preferred Stock held by Mr. Ziebell.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (j) | Pursuant to the settlement terms of a derivative lawsuit
    approved     by Vice Chancellor Laster by Order dated July 27, 2017, the Board of Directors have agreed to cap their
    individual annual     compensation at the greater of (i) $400,000, or (ii) the 75th percentile of compensation
    paid by the Company’s     peer group to its non-employee directors for a period of two years from the settlement date.
     Following the settlement,     on August 25, 2017, the Board of Directors agreed to voluntarily forfeit certain
    outstanding stock options granted in fiscal     year (“FY”) 2016 and FY 2017 as follows: Mr.
    Johnson—20,024 shares (FY 2016), 14,934 shares (FY 2017); Mr. Swartz—15,966 shares (FY 2016), 4,706 shares (FY
    2017); Mr. Pohl—11,908 shares (FY 2016), which reduced their total annual compensation for FY 2016 and FY 2017 to below
    the agreed upon cap.     Beneficial     ownership     as     of     August 25, 2017     excludes     these     forfeited
    options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         









20






Equity Compensation
Plan Information



We currently maintain
six equity compensation plans: the 2002 Stock Incentive Plan (the “2002 Plan”), the 2003 Stock Incentive Plan (the
“2003 Plan”), the 2005 Stock Incentive Plan (the “2005 Plan”), the 2009 Stock Incentive Plan (the “2009
Plan”), the 2010 Stock Incentive Plan (the “2010 Plan”) and the 2011 Stock Incentive Plan, as amended on October
15, 2015 (the “2011 Plan”), in addition to which we maintain our Employee Stock Purchase Plan. The 2003 Plan, 2005
Plan, 2009 Plan, 2010 Plan and 2011 Plan, as well as the Employee Stock Purchase Plan, were approved by our stockholders, while
we did not submit the 2002 Plan for stockholder approval.



The 2002 Plan, which
expired in June 2012, was a broad-based non-qualified stock option plan for the issuance of up to 85,714 options. The 2002 Plan
provided for the granting of options to purchase shares of our common stock at prices not less than the fair market value of our
common stock at the date of grant and generally expired ten years after the date of grant. No additional options can be granted
under the expired 2002 Plan, however, the terms of the 2002 Plan remain in effect with respect to outstanding options granted under
the 2002 Plan until they are exercised, canceled or expired.



The following table
sets forth certain information as of April 30, 2017 concerning our common stock that may be issued upon the exercise of options
or pursuant to purchases of stock under all of our equity compensation plans approved by stockholders and equity compensation plans
not approved by stockholders in effect as of April 30, 2017:



|Plan Category                                              |  | (a) Number of Securities to be Issued Upon the Exercise of Outstanding Options, Warrants and Rights |               |  | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($/share) |  |          | (c) Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | 
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------- | ------------- |  | ----------------------------------------------------------------------------------------- |  | -------- | ------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by stockholders (1)     |  |                                                                                                     | 4,050,332     |  |                                                                                           |  | 8.72     |                                                                                                                                             | 
|Equity compensation plans not approved by stockholders (1) |  |                                                                                                     | 31,216 (2)    |  |                                                                                           |  | 14.79    |                                                                                                                                             | 
|Employee Stock Purchase Plan approved by stockholders (1)  |  |                                                                                                     | –             |  |                                                                                           |  | –        |                                                                                                                                             | 
|Total                                                      |  |                                                                                                     | 4,081,548 (3) |  |                                                                                           |  | 8.77 (4) |                                                                                                                                             | 

__________________________

| | (1) | All
                                         share and per share amounts of our common stock for all periods presented have been retroactively
                                         adjusted to reflect the one-for-seven reverse stock split of our issued and outstanding
                                         common stock, which took effect on July 10, 2017 (as described in Note 1 “Organization
                                         and Business Description” in our Annual Report on Form 10-K for the fiscal year
                                         ended April 30, 2017, as filed with the SEC on July 14, 2017).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes
                                         5,130 options granted in a previous fiscal year to one of our named executive officers.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Represents
                                         shares to be issued upon the exercise of outstanding options. There were no shares of
                                         common stock subject to restricted stock awards as of April 30, 2017.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Represents
                                         the weighted-average exercise price of outstanding options.
| | --- | ---------------------------------------------------------------------------------------------------------------











21






| | Item 13. | Certain Relationships And Related Transactions, And Director Independence
| | -------- | -------------------------------------------------------------------------



Certain Relationships and Related Transactions



Except for the compensation
arrangements between us and our executive officers and directors described above under “Compensation Discussion and Analysis,”
since May 1, 2016, we have not been a party to any transactions involving more than $120,000 and in which any director, nominee
for director, executive officer, holder of more than 5% of our common stock or any immediate family member of the foregoing has
a direct or indirect material interest, nor are any such transactions currently proposed.



The Audit Committee’s
charter requires that it review and approve any related-party and conflicts of interest transactions. In considering related-party
transactions, the Audit Committee would consider the relevant available facts and circumstances, including, but not limited to,
(i) the risks, costs and benefits to us, (ii) the impact on a director’s independence in the event the related party is a
director, immediate family member of a director or an entity with which a director is affiliated, (iii) the terms of the transaction,
(iv) the availability of other sources for comparable services or products, and (v) the terms available to or from, as the case
may be, unrelated third parties or to or from employees generally. In the event a director has an interest in the proposed transaction,
the director must recuse himself or herself from the deliberations and approval. In determining whether to approve, ratify or reject
a related-party transaction, the Audit Committee evaluates whether, in light of known circumstances, the transaction is in, or
is inconsistent with, our best interests and those of our stockholders.



Director Independence



Under NASDAQ Listing
Rule 5605(a)(2), a director will not be considered an “independent director” if such director, at any time during the
past three years was an employee of the Company, or if a director (or a director’s family member) accepted compensation from
the Company (other than compensation for board or committee service) in excess of $120,000 during any twelve consecutive month
period within the three years preceding the determination of independence. In addition, a director will not qualify as an “independent
director” if, in the opinion of our Board of Directors, that person has a relationship that would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that each of
the current directors is an independent director as defined by the NASDAQ Listing Rules governing the independence of directors,
except for Steven W. King, our President and Chief Executive Officer.



Our Audit, Compensation
and Nominating Committees are composed entirely of independent directors as required by applicable SEC and NASDAQ rules, including
Rule 10A-3 under the Exchange Act. In addition, there are no family relationships among any of the directors or executive
officers of the Company. Further, each member of our Compensation Committee is a “non-employee director” under Section
16 of the Exchange Act and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986,
as amended (the “Code”).













22






| | Item 14. | Principal Accounting Fees and Services
| | -------- | --------------------------------------



Independent Registered Public Accounting
Firm Fees



The following summarizes
aggregate fees billed to the Company for the fiscal years ended April 30, 2017 and 2016 by Ernst & Young LLP, our independent
registered public accounting firm:



|                       |  | 2017 |         |  | 2016 |  
|---------------------- |  | ---- | ------- |  | ---- | -
|Audit fees (1)         |  | $    | 590,000 |  |      | $
|Audit-related fees (2) |  |      | –       |  |      |  
|Tax fees (3)           |  |      | –       |  |      |  
|All other fees (4)     |  |      | 2,000   |  |      |  
|Total fees             |  | $    | 592,000 |  |      | $

______________

| | (1) | Audit fees pertain to the audit of our annual consolidated financial statements for the fiscal years
ended April 30, 2017 and 2016, including attestation services relating to the report on our internal controls in accordance with
Section 404 of the Sarbanes-Oxley Act of 2002, and timely reviews of our quarterly consolidated financial statements, consents,
comfort letters, and review of documents filed with the SEC, including registration statements on Form S-8.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | This category consists of fees for assurance and related services reasonably related to the performance
of the audit or review of financial statements and that are not reported under the Audit Fees category. We did not incur any fees
in this category for the fiscal years ended April 30, 2017 and 2016.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | This category consists of fees for professional services rendered for tax compliance and tax advice.
We did not incur any fees in this category for the fiscal years ended April 30, 2017 and 2016.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | All other fees are attributable to the Company’s subscription to an Ernst & Young LLP online
service used for accounting research purposes for the fiscal years ended April 30, 2017 and 2016.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pre-Approval Policy for Services Provided
by our Independent Registered Public Accounting Firm



The Audit Committee
has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public
accounting firm consistent with applicable SEC rules. From and after the effective date of the SEC rule requiring Audit Committee
pre-approval of all audit and permissible non-audit services provided by an independent registered public accounting firm, the
Audit Committee has pre-approved all audit and permissible non-audit services provided by Ernst & Young LLP.



Ernst & Young LLP
did not perform any professional services with respect to information systems design and implementation for the years ended April
30, 2017 and 2016. The Audit Committee has considered whether the services provided by Ernst & Young LLP are compatible with
maintaining that firm’s independence.













23






PART
IV



| | Item 15. | Exhibits And Financial Statement Schedules
| | -------- | ------------------------------------------





|(a) | (1) | Consolidated Financial Statements
|--- | --- | ---------------------------------





Our consolidated financial statements
and notes thereto, required to be filed in our Annual Report on Form 10-K are included in the Original Filing.







| | (2) | Financial Statement Schedules
| | --- | -----------------------------



All schedules
are omitted as the required information is inapplicable, or the information is presented in the consolidated financial statements
or notes thereto in the Original Filing.







| | (3) | Exhibits
| | --- | --------







|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1           |  | Certificate
    of Incorporation of Peregrine Pharmaceuticals, Inc., a Delaware corporation, as amended through July 7, 2017 (Incorporated
    by reference to Exhibit 3.1 to Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2017).                                      
|3.2           |  | Amended and Restated Bylaws of Peregrine Pharmaceuticals, Inc., a Delaware corporation (Incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K as filed with the Commission on November 14, 2014).                                                                            
|4.1           |  | Form of Certificate for Common Stock (Incorporated by reference to Exhibit 4.1 to Registrant’s Annual Report on Form 10-K for the year end April 30, 1988).                                                                                                                                                
|4.2           |  | Form of Non-qualified Stock Option Agreement by and between Registrant, Director and certain consultants dated December 22, 1999 (Incorporated by reference to Exhibit 4.16 to Registrant’s Registration Statement on Form S-3 (File No. 333-40716)). *                                                    
|4.3           |  | Peregrine Pharmaceuticals, Inc. 2002 Non-Qualified Stock Option Plan (Incorporated by reference to Exhibit 4.17 to Registrant’s Registration Statement on Form S-8 (File No. 333-106385)). *                                                                                                               
|4.4           |  | Form of 2002 Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 4.18 to Registrant’s Registration Statement on Form S-8 (File No. 333-106385)). *                                                                                                                                  
|4.5           |  | Amended and Restated Rights Agreement, dated March 16, 2016, between Peregrine Pharmaceuticals, Inc. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K as filed with the Commission on March 17, 2016).
|4.6           |  | 2003 Stock Incentive Plan Non-qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.95 to Registrant’s Registration Statement on Form S-8 (File No. 333-121334)). *                                                                                                                    
|4.7           |  | 2003 Stock Incentive Plan Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.96 to Registrant’s Registration Statement on Form S-8 (File No. 333-121334)). *                                                                                                                        
|4.8           |  | Form of Incentive Stock Option Agreement for 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.98 to Registrant’s Current Report on Form 8-K as filed with the Commission on October 28, 2005). *                                                                                         
|4.9           |  | Form of Non-Qualified Stock Option Agreement for 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.99 to Registrant’s Current Report on Form 8-K as filed with the Commission on October 28, 2005). *                                                                                     
|4.10          |  | Peregrine Pharmaceuticals, Inc., 2005 Stock Incentive Plan (Incorporated by reference to Exhibit B to Registrant’s Definitive Proxy Statement filed with the Commission on August 29, 2005). *                                                                                                             
|4.11          |  | Form of Incentive Stock Option Agreement for 2009 Stock Incentive Plan (Incorporated by reference to Exhibit 4.14 to Registrant’s Current Report on Form 8-K as filed with the Commission on October 27, 2009). *                                                                                          
|4.12          |  | Form of Non-Qualified Stock Option Agreement for 2009 Stock Incentive Plan (Incorporated by reference to Exhibit 4.15 to Registrant’s Current Report on Form 8-K as filed with the Commission on October 27, 2009). *                                                                                      
|4.13          |  | Form of Restricted Stock Issuance Agreement dated February 1, 2010 (Incorporated by reference to Exhibit 4.15 to Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2011). *                                                                                                 
|4.14          |  | 2010 Stock Incentive Plan (Incorporated by reference to Exhibit A to Registrant’s Definitive Proxy Statement filed with the Commission on August 27, 2010). *                                                                                                                                              
|4.15          |  | Form of Stock Option Award Agreement under 2010 Stock Incentive Plan (Incorporated by reference to Exhibit 4.17 to Registrant’s Registration Statement on Form S-8 (File No. 333-171067)). *                                                                                                               
|4.16          |  | 2010 Employee Stock Purchase Plan (Incorporated by reference to Exhibit B to Registrant’s Definitive Proxy Statement filed with the Commission on August 27, 2010). *                                                                                                                                      









24







|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                               
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.17          |  | Amendment to the 2010 Employee Stock Purchase Plan (Incorporated by reference to Exhibit B to Registrant’s Definitive Proxy Statement filed with the Commission on August 26, 2016). *                                                                                                                    
|4.18          |  | 2011 Stock Incentive Plan (Incorporated by reference to Exhibit A to Registrant’s Definitive Proxy Statement filed with the Commission on August 26, 2011). *                                                                                                                                             
|4.19          |  | Form of Stock Option Award Agreement under 2011 Stock Incentive Plan (Incorporated by reference to Exhibit 4.20 to Registrant’s Registration Statement on Form S-8 (File No. 333-178452)). *                                                                                                              
|4.20          |  | First Amendment to the Peregrine Pharmaceuticals, Inc., 2011 Stock Incentive Plan (Incorporated by reference to Exhibit A to Registrant’s Definitive Proxy Statement filed with the Commission on August 27, 2012). *                                                                                     
|4.21          |  | Second Amendment to the Peregrine Pharmaceuticals, Inc. 2011 Stock Incentive Plan (Incorporated by reference to Exhibit A to Registrant’s Definitive Proxy Statement filed with the Commission on August 26, 2013). *                                                                                     
|4.22          |  | First Amendment to the Peregrine Pharmaceuticals, Inc., 2005 Stock Incentive Plan dated April 24, 2015. *                                                                                                                                                                                                 
|4.23          |  | First Amendment to the Peregrine Pharmaceuticals, Inc. 2009 Stock Incentive Plan dated April 24, 2015. *                                                                                                                                                                                                  
|4.24          |  | Third Amendment to the Peregrine Pharmaceuticals, Inc. 2011 Stock Incentive Plan dated April 24, 2015. *                                                                                                                                                                                                  
|4.25          |  | Form of Amendment to Non-Qualified Stock Option Agreement Under the Peregrine Pharmaceuticals, Inc., 2005 Stock Incentive Plan related to Non-Employee Director stock option awards. *                                                                                                                    
|4.26          |  | Form of Amendment to Non-Qualified Stock Option Agreement Under the Peregrine Pharmaceuticals, Inc., 2009 Stock Incentive Plan related to Non-Employee Director stock option awards. *                                                                                                                    
|4.27          |  | Form of Amendment to Stock Option Award Agreement Under the Peregrine Pharmaceuticals, Inc., 2011 Stock Incentive Plan related to Non-Employee Director stock option awards. *                                                                                                                            
|10.1          |  | Lease and Agreement of Lease between TNCA, LLC, as Landlord, and Techniclone Corporation, as Tenant, dated as of December 24, 1998 (Incorporated by reference to Exhibit 10.48 to Registrant’s Quarterly Report on Form 10-Q as filed with the Commission on March 12, 1999).                             
|10.2          |  | First Amendment to Lease and Agreement of Lease between TNCA, LLC, as Landlord, and Peregrine Pharmaceuticals, Inc., as Tenant, dated December 22, 2005 (Incorporated by reference to Exhibit 99.1 and 99.2 to Registrant’s Current Report on Form 8-K as filed with the Commission on December 23, 2005).
|10.3          |  | Exclusive Patent License Agreement between The University of Texas System and Peregrine Pharmaceuticals, Inc., effective as of August 18, 2005 (Incorporated by reference to Exhibit 10.17 to Registrant’s Current Report on Form 8-K as filed with the Commission on April 14, 2010). **                 
|10.4          |  | Amendment No. 1 to Exclusive Patent License Agreement between The University of Texas System and Peregrine Pharmaceuticals, Inc., dated June 1, 2009 (Incorporated by reference to Exhibit 10.18 to Registrant’s Current Report on Form 8-K as filed with the Commission on April 14, 2010). **           
|10.5          |  | Exclusive Patent License Agreement between The University of Texas System and Peregrine Pharmaceuticals, Inc., effective as of August 1, 2001 (Incorporated by reference to Exhibit 10.19 to Registrant’s Current Report on Form 8-K as filed with the Commission on April 14, 2010). **                  









25







|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                      
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.6          |  | Amendment No. 1 to Exclusive Patent License agreement between The University of Texas System and Peregrine Pharmaceuticals, Inc., dated June 1, 2009 (Incorporated by reference to Exhibit 10.20 to Registrant’s Current Report on Form 8-K as filed with the Commission on April 14, 2010). **  
|10.7          |  | Non-Exclusive Cabilly Patent License Agreement between Genentech, Inc. and Peregrine Pharmaceuticals, Inc., effective as of November 5, 2003 (Incorporated by reference to Exhibit 10.21 to Registrant’s Current Report on Form 8-K as filed with the Commission on April 14, 2010). **          
|10.8          |  | Commercial License Agreement between Avanir Pharmaceuticals, Inc. and Peregrine Pharmaceuticals, Inc., dated December 1, 2003 (Incorporated by reference to Exhibit 10.22 to Registrant’s Current Report on Form 8-K as filed with the Commission on April 14, 2010). **                         
|10.9          |  | License Agreement between Lonza Biologics PLC and Peregrine Pharmaceuticals, Inc., dated March 1, 2005 (Incorporated by reference to Exhibit 10.24 to Registrant’s Current Report on Form 8-K as filed with the Commission on April 14, 2010). **                                                
|10.10         |  | Annual Bonus Plan for Executive Officers adopted July 12, 2011(Incorporated by reference to Exhibit 10.29 to Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2011). *                                                                                           
|10.11         |  | Warrant to Purchase Stock issued to Oxford Finance LLC, dated August 30, 2012 (Incorporated by reference to Exhibit 10.29 to Registrant’s Quarterly Report on Form 10-Q as filed with the Commission on December 10, 2012).                                                                      
|10.12         |  | Warrant to Purchase Stock issued to Midcap Financial SBIC LP, dated August 30, 2012 (Incorporated by reference to Exhibit 10.30 to Registrant’s Quarterly Report on Form 10-Q as filed with the Commission on December 10, 2012).                                                                
|10.13         |  | Warrant to Purchase Stock issued to Silicon Valley Bank, dated August 30, 2012 (Incorporated by reference to Exhibit 10.31 to Registrant’s Quarterly Report on Form 10-Q as filed with the Commission on December 10, 2012).                                                                     
|10.14         |  | Amended and Restated Employment Agreement by and between Peregrine Pharmaceuticals, Inc. and Steven W. King, effective December 27, 2012 (Incorporated by reference to Exhibit 10.34 to Registrant’s Quarterly Report on Form 10-Q as filed with the Commission on March 12, 2013). *            
|10.15         |  | Amended and Restated Employment Agreement by and between Peregrine Pharmaceuticals, Inc. and Paul J. Lytle, effective December 27, 2012 (Incorporated by reference to Exhibit 10.35 to Registrant’s Quarterly Report on Form 10-Q as filed with the Commission on March 12, 2013). *             
|10.16         |  | Amended and Restated Employment Agreement by and between Peregrine Pharmaceuticals, Inc. and Shelley P.M. Fussey, Ph.D., effective December 27, 2012 (Incorporated by reference to Exhibit 10.36 to Registrant’s Quarterly Report on Form 10-Q as filed with the Commission on March 12, 2013). *
|10.17         |  | Amended and Restated Employment Agreement by and between Peregrine Pharmaceuticals, Inc. and Joseph Shan, effective December 27, 2012 (Incorporated by reference to Exhibit 10.37 to Registrant’s Quarterly Report on Form 10-Q as filed with the Commission on March 12, 2013). *               
|10.18         |  | Amended and Restated Employment Agreement by and between Peregrine Pharmaceuticals, Inc. and Mark R. Ziebell, effective December 27, 2012 (Incorporated by reference to Exhibit 10.38 to Registrant’s Quarterly Report on Form 10-Q as filed with the Commission on March 12, 2013). *           
|10.19         |  | At Market Issuance Sales Agreement, dated June 13, 2014, by and between Peregrine Pharmaceuticals, Inc. and MLV & Co. LLC (Incorporated by reference to Exhibit 10.28 to Registrant’s Current Report on Form 8-K as filed with the Commission on June 16, 2014).                                 
|10.20         |  | At Market Issuance Sales Agreement, dated August 7, 2015, by and between Peregrine Pharmaceuticals, Inc. and MLV & Co. LLC (Incorporated by reference to Exhibit 10.26 to Registrant’s Current Report on Form 8-K as filed with the Commission on August 7, 2015).                               









26







|ExhibitNumber                   |  | Description                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.21                           |  | Equity Distribution Agreement, dated August 7, 2015, by and between Peregrine Pharmaceuticals, Inc. and Noble International Investments, Inc., doing business as Noble Life Science Partners, a division of Noble Financial Capital Markets (Incorporated by reference to Exhibit 10.27 to Registrant’s Current Report on Form 8-K as filed with the Commission on August 7, 2015).
|21                              |  | Subsidiaries of Registrant (Incorporated by reference to Exhibit
    21 to Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2017).                                                                                                                                                                                                                 
|23.1                            |  | Consent of Independent Registered Public Accounting Firm (Incorporated
    by reference to Exhibit 23.1 to Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2017).                                                                                                                                                                                 
|24                              |  | Power of Attorney (Incorporated by reference to Exhibit 24 to Registrant’s
    Annual Report on Form 10-K as filed with the Commission on July 14, 2017).                                                                                                                                                                                                                          
|31.1                            |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. ***                                                                                                                                                                                                                                           
|31.2                            |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. ***                                                                                                                                                                                                                                           
|32                              |  | Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Rule 13a-14(b)/15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section
    1350 (Incorporated by reference to Exhibit 32 to Registrant’s Annual Report on Form 10-K as filed with the Commission
    on July 14, 2017).                                        
|101.INS                         |  | XBRL Taxonomy Extension Instance Document (Incorporated by reference to Exhibit 101.INS
    to Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2017).                                                                                                                                                                                             
|101.SCH                         |  | XBRL Taxonomy Extension Schema Document (Incorporated by reference to Exhibit 101.SCH to
    Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2017).                                                                                                                                                                                               
|101.CAL                         |  | XBRL Taxonomy Extension Calculation Linkbase Document (Incorporated by reference to Exhibit
    101.CAL to Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2017).                                                                                                                                                                                 
|101.DEF                         |  | XBRL Taxonomy Extension Definition Linkbase Document (Incorporated by reference to Exhibit
    101.DEF to Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2017).                                                                                                                                                                                  
|101.LAB                         |  | XBRL Taxonomy Extension Label Linkbase Document (Incorporated by reference to Exhibit 101.LAB
    to Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2017).                                                                                                                                                                                       
|101.PRE                         |  | XBRL Presentation Extension Linkbase Document (Incorporated by reference to Exhibit 101.PRE
    to Registrant’s Annual Report on Form 10-K as filed with the Commission on July 14, 2017).                                                                                                                                                                                         
|_______________________________
|*
        **
        ***        |  | This Exhibit is a management contract or
        a compensation plan or arrangement.
        Portions omitted pursuant to a request of
        confidentiality filed separately with the SEC.
        Filed herewith.                                                                                                                                                              











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SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.









|                       | PEREGRINE PHARMACEUTICALS, INC.      
|---------------------- | -------------------------------------
|                       |                                      
|Dated: August 28, 2017 | By:    /s/ Steven W. King            
|                       | Steven W. King,                      
|                       | President and Chief Executive Officer













































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