Comerica Bank Warrant



 Exhibit 4.3 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS. 
 WARRANT TO PURCHASE STOCK 
  

			
	 Warrant No.:
	  	WC-1
	Corporation:	  	CELATOR PHARMACEUTICALS, INC., a Delaware corporation
	Number of Shares:	  	233,333
	Class of Stock:	  	Series C Convertible Preferred Stock (“Series C Preferred Stock”)
	Initial Exercise Price:	  	$0.60 per share
	Issue Date:	  	March 11, 2009
	Expiration Date:	  	March 11, 2016 (Subject to Section 1.4)

 THIS WARRANT TO PURCHASE STOCK (“WARRANT”) CERTIFIES THAT, for good and valuable consideration,
the receipt of which is hereby acknowledged, COMERICA BANK, a Texas banking association, or its assignee (“Holder”), is entitled to purchase the number of fully paid and nonassessable shares of the Series C Preferred Stock (the
“Shares”) of CELATOR PHARMACEUTICALS, INC. (the “Company”) at the initial exercise price of $0.60 per Share (the “Warrant Price”), all as set forth above and as adjusted pursuant to this Warrant, subject to the
provisions and upon the terms and conditions set forth in this Warrant. 
 ARTICLE 1 

EXERCISE 

1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise in
substantially the form attached as Appendix 1 to the principal office of the Company. Holder shall also deliver to the Company a check or wire for the aggregate Warrant Price for the Shares being purchased. 

1.2 Delivery of Certificate and New Warrant. Within 45 days after Holder exercises this Warrant, the Company shall deliver to
Holder a stock certificate for the Shares acquired upon exercise, and, if this Warrant has not been fully exercised and has not expired, a new warrant representing the Shares not so acquired. 

1.3 Replacement of Warrant. In the case of loss, theft or destruction of this Warrant, on delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.


  
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	 	1.4	Acquisition of the Company. 

 1.4.1 “Acquisition.” For the purpose of this Warrant, “Acquisition” means (a) any sale, license, or other disposition of all or substantially all of the assets (including
intellectual property) of the Company, or (b) any reorganization, consolidation, merger, sale of the voting securities of the Company or other transaction or series of related transactions where the holders of the Company’s securities
before the transaction or series of related transactions beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction or series of related transactions. 

1.4.2 Treatment of Warrant in the Event of an Acquisition. The Company shall give Holder written notice at least 20 days prior to
the closing of any proposed Acquisition. The Company will use commercially reasonable efforts to cause (i) the acquirer of the Company, (ii) successor or surviving entity or (iii) parent entity in an Acquisition (the
“Acquirer”) to assume this Warrant as a part of the Acquisition. 
 (a) If the Acquirer assumes this Warrant, then
this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the
Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly, and the Warrant Price and number and class of Shares shall continue to be subject to adjustment from time to time in accordance with the provisions hereof.

 (b) If the Acquirer refuses to assume this Warrant in connection with the Acquisition, the Company shall give Holder an
additional written notice at least ten (10) days prior to the closing of the Acquisition of such fact. In such event, notwithstanding any other provision of this Warrant to the contrary, Holder may immediately exercise this Warrant in the
manner specified in this Warrant with such exercise effective immediately prior to closing of the Acquisition. If Holder elects not to exercise this Warrant, then this Warrant will terminate immediately prior to the closing of the Acquisition.
Notwithstanding any other provision of this Warrant to the contrary if the Acquirer refuses to assume this Warrant in connection with such Acquisition, other than in connection with an Excluded Acquisition (as defined below), then effective as of
the date that is ten (10) days prior to the closing of such Acquisition, the Holder shall have the option to put this Warrant to the Company for a per Share amount equal to the difference between the Acquisition consideration payable for one
Share and the Warrant Price. As used herein, an “Excluded Acquisition” means, an Acquisition where the consideration that the holders of the Shares are entitled to receive on account of the Shares consists entirely of cash and/or shares of
common stock that are publicly traded on a national exchange and where the shares, if any, receivable by the Holder of this Warrant were the Holder to exercise this Warrant in full immediately prior to the closing of such Acquisition may be publicly
re-sold by the Holder in their entirety within the three (3) months following such closing pursuant to Rule 144 or an effective registration statement under the Act. 
 ARTICLE 2 
 ADJUSTMENTS TO THE SHARES 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its Series C Preferred Stock payable in shares of
the Company’s capital stock, or other securities, or subdivides the outstanding Series C Preferred Stock into a greater amount of shares, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder,
the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred. 

  
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 2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange,
substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of
securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the
outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) upon
the closing of a registered public offering of the Company’s common stock and any merger or acquisition of the Company’s stock or assets. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or
other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the
number of securities or property issuable upon exercise of the new warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 

2.3 Adjustments for Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification, reverse split
or otherwise, into a lesser Number of Shares, the Warrant Price shall be proportionately increased. If the outstanding Shares are split or multiplied, by reclassification or otherwise, into a greater Number of Shares, the Warrant Price shall be
proportionately decreased. 
 2.4 Adjustments for Diluting Issuances. The Warrant Price and the Number of Shares issuable
upon exercise of this Warrant shall be subject to adjustment, from time to time, in the manner set forth on Exhibit A, if attached, in the event of Diluting Issuances (as defined on Exhibit A). 

2.5 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer
of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against impairment. 

2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute
such adjustment, and furnish Holder with a certificate signed by its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate
setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price. 

  
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 2.7 Fractional Shares. No fractional Shares shall be issuable upon exercise of this
Warrant and the Number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional share interest by paying Holder an
amount computed by multiplying the fractional interest by the fair market value, as determined by the Company’s Board of Directors, of a full Share. 
 ARTICLE 3 
 REPRESENTATIONS AND COVENANTS OF THE COMPANY 

3.1 Representations and Warranties. The Company hereby represents and warrants to, and agrees with, the Holder as follows:

 3.1.1 The Company has no reason to believe that the initial Warrant Price referenced on the first page of this
Warrant is not greater than the fair market value of the Shares as of the date of this Warrant. 
 3.1.2 All
Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and
nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. 

3.1.3 The Company’s capitalization table delivered to the Holder immediately prior to the Issue Date is true and
complete as of the Issue Date. 
 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare
any dividend or distribution upon its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series of its stock any
additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of stock; or (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all
or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the Company shall give Holder (1) at least ten days prior written notice of the date on which a record will be taken for such
dividend, distribution, or subscription rights (and specifying the date on which the holders of stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; and
(2) in the case of the matters referred to in (c) and (d) above at least ten days prior written notice of the date when the same will take place (and specifying the date on which the holders of stock will be entitled to exchange their
stock for securities or other property deliverable upon the occurrence of such event). 
 3.3 Information Rights. So long
as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all communiqués to the shareholders of the Company, (b) within one hundred eighty
(180) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants selected by the Board of Directors of the Company or its audit committee and
(c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company’s quarterly, unaudited financial statements. 

  
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 3.4 Registration Under Securities Act of 1933, as amended. The Company agrees that
the shares of common stock of the Company into which the Shares are convertible, shall be subject to the registration rights set forth on Exhibit B. 
 ARTICLE 4 
 MISCELLANEOUS 

4.1 Term; Exercise Upon Expiration. This Warrant is exercisable in whole or in part, at any time and from time to time on or
before the Expiration Date set forth above. Upon exercise of this Warrant, the Holder shall enter into a Joinder to the Amended and Restated Voting Agreement dated as of July 28, 2008 among the Company and holders of its capital stock.

 4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the
Shares, if any) shall be imprinted with a legend in substantially the following form: 
 THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 
 4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the
Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee, including but not limited to investment representation letters and
legal opinions satisfactory to the Company. 
 4.4 Transfer Procedure. After receipt of the executed Warrant, Bank will
transfer all of this Warrant to Comerica Ventures Incorporated, a non-banking subsidiary of Comerica and a Bank Affiliate (“Ventures”). Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the
Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of this Warrant being transferred setting forth the name, address
and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable); provided, however, that Holder may transfer all or part of this Warrant to its
affiliates, including, without limitation, Ventures, at any time without notice or the delivery of any other instrument to the Company, and such affiliate shall then be entitled to all the rights of Holder under this Warrant and any related
agreements, and the Company shall cooperate fully in ensuring that any stock issued upon exercise of this Warrant is issued in the name of the affiliate that exercises this Warrant. The terms and conditions of this Warrant shall inure to the benefit
of, and be binding upon, the Company and the holders hereof and their respective permitted successors and assigns. Unless the Company is filing financial information with the SEC pursuant to the Securities Exchange Act of 1934, the Company shall
have the right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company. 

  
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 4.5 Notices. All notices and other communications from the Company to the Holder, or
vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing
by the Company or such Holder from time to time. All notices to the Holder shall be addressed as follows: 

Comerica Bank 
 c/o Comerica Ventures Incorporated 
 Attn: Warrant Administrator 

1717 Main Street, 5th Floor, MC 6406 
 Dallas, Texas 75201 
 Facsimile No. (214) 462-4459 

All notices to the Company shall be addressed as follows: 
 CELATOR PHARMACEUTICALS, INC. 
 303B College Road East 

Princeton, NJ 08540 
 Attn: Chief Executive Officer 
 4.6 Amendments. This Warrant and any term
hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 

4.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the
party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 
 4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

  

			
	CELATOR PHARMACEUTICALS, INC.
		
	By:	 	/s/ David Wood
	Name:	 	/s/ David Wood
	Title:	 	Head of Finance and Corporate Development



  
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 APPENDIX 1 
 NOTICE OF EXERCISE 
 1. The undersigned hereby elects to purchase
                         shares of the
                         stock of CELATOR PHARMACEUTICALS, INC. pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price of such shares in full. 
 2. Please issue a certificate or certificates representing
said shares in the name of the undersigned or in such other name as is specified below: 
 Comerica Bank 

c/o Comerica Ventures Incorporated 
 Attn: Warrant Administrator 
 1717 Main Street, 5th Floor, MC 6406 

Dallas, Texas 75201 
 Facsimile No. (214) 462-4459 
 3. The undersigned represents it is acquiring
the shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws. 

 

	
	COMERICA BANK or Assignee
	
	  
	(Signature)
	
	  
	(Name and Title)
	
	  
	(Date)

  
  

  
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 EXHIBIT A 
 Anti-Dilution Provisions 
 In the event of the issuance (a “Diluting
Issuance”) by the Company, after the Issue Date of this Warrant, of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance
with those provisions (the “Provisions”) of the Company’s Certificate of Incorporation which apply to Diluting Issuances, but only to the extent that: (i) the Provisions are applicable to the Diluting Issuance and (ii) the
holders of a majority of the outstanding shares of the Company’s outstanding Series C Preferred Stock have not waived the antidilution rights of the holders of the Series C Preferred Stock with respect to the Diluting Issuance. 

Under no circumstances shall the aggregate Warrant Price payable by the Holder upon exercise of the Warrant increase as a result of any
adjustment arising from a Diluting Issuance. 

  
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 EXHIBIT B 
 Registration Rights 
 The common stock issuable upon conversion of the
Shares shall be deemed “registrable securities” or otherwise entitled to “piggy back” registration rights in accordance with the terms of the following agreement (the “Agreement”) between the Company and its
investor(s): Amended and Restated Investors’ Rights Agreement dated as of July 18, 2008. 
 The Company agrees that no
amendments will be made to the Agreement which would have an adverse impact on Holder’s registration rights thereunder without the consent of Holder, unless such amendment affects all holders of the Company’s Series C Convertible Preferred
Stock in a similar manner. By acceptance of the Warrant to which this Exhibit B is attached, Holder shall be deemed to be a party to the Agreement solely for the purpose of the above-mentioned registration rights. 

  
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