WAIVER AGREEMENT


 


THIS WAIVER AGREEMENT dated as of October
9, 2013, by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”) and Renova Assets Ltd.,
a company incorporated and registered under the laws of the Bahamas (“Renova”).


 


WHEREAS


 


A.   
 On November 1, 2012 the Company and Renova Industries Ltd. entered into a securities purchase agreement (the “Securities
Purchase Agreement”). Terms defined in the Securities Purchase Agreement shall have the same meaning in this Waiver Agreement.


 


B.    
 On 5 July 2013 Renova Industries Ltd. contributed all of its rights under the Securities Purchase Agreement (including
the rights to securities arising out of the Securities Purchase Agreement) to Renova.


 


RECITALS


 


A. Pursuant to the Securities Purchase
Agreement, the Company sold certain shares of its common stock, par value $0.00001 per share (the “Common Stock”),
and warrants to purchase shares of Common Stock, and as partial consideration therefor, the Company agreed to use the proceeds
thereof (the “Proceeds”) to fund activities associated with establishing the capacity to manufacture the Company’s
clinical-stage compound I-124-CLR1404 (“LIGHT”) in the Company’s facility in Madison, WI, subject to certain
terms and conditions; and


 


B. Subsequently,
the Company has determined to utilize a manufacturing facility owned and operated by a third party rather than establish a facility
owned by the Company and the Company and Renova now desire to eliminate the restrictions on use of funds contained in the Securities
Purchase Agreement on the terms set forth herein.


 


NOW THEREFORE,
in consideration of the execution and delivery of this Waiver Agreement and the mutual promises and undertakings contained herein
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and Renova agree as follows:


 


1. Waiver.
Renova hereby irrevocably waives all obligations of the Company with respect to the use of proceeds received by the Company
under the Securities Purchase Agreement.


 


2.Use of Proceeds.
Subject to the requirements of applicable law, the Company agrees to use the Proceeds to fund the development of LIGHT in such
manner as the Company shall determine in its sole and reasonable discretion. The Company represents and warrants that to the best
of its knowledge that as of the date of this Waiver Agreement, there are no restrictions imposed by applicable law that prohibit
its ability to develop LIGHT as planned (“Development Restrictions”). If, prior to the earlier of the Proceeds being
fully spent or December 31, 2014, the Company becomes aware of Development Restrictions, the Company agrees to promptly notify
the Renova Observers (defined below) of the Development Restrictions and keep the Renova Observers reasonably informed on the use
of the remaining Proceeds.


  






    	 



    	 



    

 


3.Board Observer. The
Company shall:


 


		A.	invite two representatives designated by Renova (each a “Renova Observer”), and
who are reasonably acceptable to the Company, to attend all meetings of the Company’s Board of Directors in a nonvoting observer
capacity; and 



		B.	give the Renova Observers copies of all notices, minutes, consents, and other materials that it
provides to its directors at the same time and in the same manner as provided to such directors; provided, however,
that



		a.	the Company reserves the right to exclude the Renova Observers from access to any material or meeting or portion thereof if
the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege,
to protect highly confidential proprietary information or for other similar reasons; and



		b.	any such designees, as a condition of each such designee becoming a Renova Observer, shall each enter into a confidentiality
and non-disclosure agreement in form and substance reasonably acceptable to the Company, which agreement shall provide for, among
other things, usual and customary confidentiality and non-disclosure obligations in respect of any information obtained in such
person’s capacity as a Renova Observer and that such person shall treat all such information, and shall act in all other
respects, in a fiduciary manner.



 


The foregoing observer right shall terminate upon
the earlier to occur of a Business Combination (as defined in the Securities Purchase Agreement) and December 31, 2014.
The initial designees of Renova to be the Renova Observers are Maxim Mayorets and Sergei Petukhov, who are both acceptable
to the Company. Renova may terminate the designation of either of the Renova Observers at any time upon written notice delivered
to the respective individual and to the Company and may designate a replacement Renova Observer, subject to the qualifications
set forth in this paragraph 3.


 


4. Payment. Promptly upon execution of this Waiver
Agreement (but in any event within 10 Business Days), the Company shall make a one-time payment to Renova (to the account indicated
by Renova) in the amount of $40,000 (in immediately available funds) as reimbursement for the administrative and other costs incurred
by Renova in connection with this Waiver Agreement.


 


5.Miscellaneous. The provisions of paragraph
9.2 (Counterparts; Faxes) through paragraph 9.10 (Governing Law; Consent to Jurisdiction), inclusively, of the Securities Purchase
Agreement shall apply to this Waiver Agreement as if set out in full in this Waiver Agreement but as if references into those clauses
to “this Agreement” were references to “this Waiver Agreement”. Except as expressly modified hereby, the
Securities Purchase Agreement shall remain in full force and effect.


 


[Signature Page Follows]


 






    	 



    	 



    

 





Signature Page


 


IN WITNESS WHEREOF, each of the undersigned
has caused a duly authorized officer thereof to execute this Waiver Agreement on behalf of such undersigned party.


  


	 	NOVELOS THERAPEUTICS, INC.
	 	 
	 	By: /s/ Joanne M. Protano
	 	Name:  Joanne M. Protano
	 	Title: Vice President Finance, Chief Financial Officer and Treasurer
	 	 
	 	RENOVA ASSETS LTD.
	 	 
	 	By: /s/ Olivier Chaponnier
	 	Name:  Olivier Chaponnier
	 	Title: Director