SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement, dated on and as of the date set forth on the
      signature page hereto (this “Agreement”),
      is
      made among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”),
      the
      undersigned purchaser(s) (each a “Purchaser”
and
      collectively, the “Purchasers”)
      and
      each assignee of a Purchaser who becomes a party hereto.

     

    WHEREAS,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”)
      and
      Rule 506 of Regulation D promulgated thereunder, the Company desires to offer,
      issue and sell to the Purchasers (the “Offering”),
      and
      the Purchasers, severally and not jointly, desire to purchase from the Company,
      shares (the “Shares”)
      of the
      Company’s common stock, par value $0.00001 per share (the “Common
      Stock”).
      The
      Shares are collectively referred to herein as the “Securities.”

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements contained in this
      Agreement, and for other good and valuable consideration the receipt and
      adequacy of which is hereby acknowledged, the Company and each of the Purchasers
      agree as follows:

     

    
      	
              A.

            	
              Subscription.

            


    

     

    1. Subject
      to the conditions to closing set forth herein, each Purchaser hereby irrevocably
      subscribes for and agrees to purchase Securities for the aggregate purchase
      price set forth on the signature page of such Purchaser hereto (the
“Subscription
      Amount”).
      The
      Securities to be issued to a Purchaser hereunder shall consist of (i) Shares
      in
      an amount equal to the quotient of (x) the Subscription Amount, divided by
      (y)
      the Offering Price, rounded down to the nearest whole number.

     

    2. For
      purposes of this Agreement, the “Offering
      Price”
shall
      be $0.65, which shall be
      the
      price per Share to be paid by the Purchasers.

     

    3. As
      soon
      as possible after acceptance of this Agreement by the Company but no later
      than
      5:00 p.m. Eastern time on August 20, 2008, the Company shall hold the closing
      of
      the Offering (the “Closing”
and
      the
      date of the Closing, the “Closing
      Date”).
      Prior
      to the Closing, and following the delivery to the Purchaser(s) of a photocopy
      of
      the stock certificates representing the “Securities”, each Purchaser shall
      deliver the applicable Subscription Amount, by wire transfer to the Company’s
      bank account in accordance with the wire transfer instructions set forth on
      Schedule
      A,
      and
      such amount shall be held in the manner described in Paragraph (4) below. The
      total Subscription Amount to be received at Closing is $2,999,999.60.


     

    4. All
      payments for Securities made by the Purchasers will be deposited as soon as
      practicable for the undersigned’s benefit in the Company’s bank account.
      Payments for Securities made by the Purchasers will be returned promptly,
      prior
      to an applicable Closing, without interest or deduction, if, or to the extent,
      the undersigned’s subscription is rejected or the Offering is terminated for any
      reason.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5. Upon
      receipt by the Company of the requisite payment for all Securities to be
      purchased by the Purchasers whose subscriptions are accepted, the Company shall,
      at the Closing: (i) issue to each Purchaser original stock certificates
      representing the shares of Common Stock purchased at such Closing under this
      Agreement; (ii) deliver to the Purchasers a certificate stating that the
      representations and warranties made by the Company in Section C of this
      Agreement were true and correct in all respects when made and are true and
      correct in all respects on the date of each such Closing relating to the
      Securities subscribed for pursuant to this Agreement as though made on and
      as of
      such Closing date (provided, however, that representations and warranties that
      speak as of a specific date shall continue to be true and correct as of the
      Closing with respect to such date); and (iii) cause to be delivered to the
      Purchasers an opinion of Foley Hoag LLP covering the matters described in
Exhibit
      A
      hereto.

     

    6. Each
      Purchaser acknowledges and agrees that the purchase of Shares by such Purchaser
      pursuant to the Offering is subject to all the terms and conditions set forth
      in
      this Agreement.

     

    
      	
              B.

            	
              Representations
                and Warranties of the
                Purchasers.

            


    

     

    Each
      Purchaser,
      severally and not jointly, hereby represents and warrants to the Company and
      agrees with the Company as follows:

     

    1. The
      Purchaser has carefully read this Agreement and the related exhibits and
      schedules attached hereto (collectively the “Offering
      Documents”),
      and
      is familiar with and understands the terms of the Offering. Specifically, and
      without limiting in any way the foregoing representation, the Purchaser has
      carefully read and considered (a) the Company’s annual report on Form 10-KSB for
      the year ended December 31, 2007, the Company’s quarterly reports on Form 10-Q
      for the quarters ended March 31, 2008 and June 30, 2008, reports on Form 8-K
      filed by the Company from January 1, 2008 through the date of the Agreement
      and
      (b) the additional risk factors set forth on Schedule
      B.
      The
      Purchaser fully understands all of the risks related to the purchase of the
      Securities. The Purchaser has carefully considered and has discussed with the
      Purchaser’s professional legal, tax, accounting and financial advisors, to the
      extent the Purchaser has deemed necessary, the suitability of an investment
      in
      the Securities for the Purchaser’s particular tax and financial situation and
      has determined that the Securities being subscribed for by the Purchaser are
      a
      suitable investment for the Purchaser. The Purchaser recognizes that an
      investment in the Securities involves substantial risks, including the possible
      loss of the entire amount of such investment. The Purchaser further recognizes
      that the Company has broad discretion concerning the use and application of
      the
      proceeds from the Offering.

     

    2. The
      Purchaser acknowledges that (i) the Purchaser has had the opportunity to request
      copies of any documents, records, and books pertaining to this investment and
      (ii) any such documents, records and books that the Purchaser requested have
      been made available for inspection by the Purchaser, the Purchaser’s attorney,
      accountant or advisor(s). 

     

    3. The
      Purchaser, and the Purchaser’s advisor(s), have had a reasonable opportunity to
      ask questions of and receive answers from representatives of the Company or
      persons acting on behalf of the Company concerning the Offering and all such
      questions have been answered to the full satisfaction of the Purchaser.
      Notwithstanding the foregoing, the Purchaser may rely on the representations
      and
      warranties of the Company contained in Section C. 

     

    
      
        
        

      

      
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    4. The
      Purchaser is not subscribing for Securities as a result of or subsequent to
      any
      advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar, meeting or conference whose attendees have been
      invited by any general solicitation or general advertising.

     

    5. The
      Purchaser is a corporation, partnership or trust with total assets in excess
      of
      $5,000,000 and was not organized for the purpose of acquiring the
      Securities.

     

    6. The
      Purchaser has sufficient knowledge and experience in financial, tax and business
      matters to enable the Purchaser to utilize the information made available to
      the
      Purchaser in connection with the Offering, to evaluate the merits and risks
      of
      an investment in the Securities and to make an informed investment decision
      with
      respect to an investment in the Securities on the terms described in the
      Offering Documents.

     

    7. The
      Purchaser understands that nothing in this Agreement or any other materials
      presented to the Purchaser in connection with the purchase and sale of the
      Securities constitutes legal, tax or investment advice. The Purchaser has
      consulted such legal, tax and investment advisors as it, in its sole discretion,
      has deemed necessary or appropriate in connection with its purchase of the
      Securities.

     

    8. The
      Purchaser will not sell or otherwise transfer the Securities without
      registration under the Securities Act and applicable state securities laws
      or an
      applicable exemption therefrom. The Purchaser acknowledges that neither the
      offer nor sale of the Securities has been registered under the Securities Act
      or
      under the securities laws of any state. The Purchaser represents and warrants
      that the Purchaser is acquiring the Securities for the Purchaser’s own account,
      for investment and not with a view toward resale or distribution within the
      meaning of the Securities Act. The Purchaser has not offered or sold the
      Securities being acquired nor does the Purchaser have any present intention
      of
      selling, distributing or otherwise disposing of such Securities either currently
      or after the passage of a fixed or determinable period of time or upon the
      occurrence or non-occurrence of any predetermined event in circumstances in
      violation of the Securities Act. The Purchaser is aware that (i) the Securities
      are not currently eligible for sale in reliance upon Rule 144 promulgated under
      the Securities Act and (ii) the Company has no obligation to register the
      Securities subscribed for hereunder,
      except
      as described in Section F.2 of this Agreement. By making these representations
      herein, Purchaser is not making any representation or agreement to hold the
      Securities for any minimum or other specific term and reserves the right to
      dispose of the Securities at any time in accordance with or pursuant to a
      registration statement or an available exemption to the registration
      requirements of the Securities Act.

     

    9. The
      Purchaser acknowledges that the certificates representing the Shares will be
      stamped or otherwise imprinted with a legend substantially in the following
      form:

     

    The
      securities represented hereby have not been registered under the Securities
      Act
      of 1933, as amended, or any state securities laws and neither the securities
      nor
      any interest therein may be offered, sold, transferred, pledged or otherwise
      disposed of except pursuant to an effective registration under such act or
      an
      exemption from registration, which, in the opinion of counsel reasonably
      satisfactory to this corporation, is available.

     

    
      
        
        

      

      
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    10. The
      Purchaser has full right, power, authority and capacity (corporate, statutory
      or
      otherwise) to enter into this Agreement and to consummate the transactions
      contemplated hereby and has taken all necessary action to authorize the
      execution, delivery and performance of this Agreement. This Agreement
      constitutes a valid and binding obligation of the Purchaser enforceable against
      the Purchaser in accordance with its terms, except (i) to the extent rights
      to
      indemnity and contribution may be limited by state or federal securities laws
      or
      the public policy underlying such laws, (ii) enforceability may be limited
      by
      applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
      moratorium or similar laws affecting creditors’ and contracting parties’ rights
      generally and (iii) enforceability may be limited by general principles of
      equity (regardless of whether such enforceability is considered in a proceeding
      in equity or at law). 

     

    11. The
      execution and delivery by the Purchaser of this Agreement and the consummation
      of the transactions contemplated hereby will not result in the violation of
      any
      law, statute, rule, regulation, order, writ, injunction, judgment or decree
      of
      any court or governmental authority to or by which the Purchaser is bound,
      or of
      any provision of the organizational documents of the Purchaser, and will not
      conflict with, or result in a breach or violation of, any of the terms or
      provisions of, or constitute (with due notice or lapse of time or both) a
      default under, any lease, loan agreement, mortgage, security agreement, trust
      indenture or other agreement or instrument to which the Purchaser is a party
      or
      by which it is bound or to which any of its properties or assets is subject,
      nor
      result in the creation or imposition of any lien upon any of the properties
      or
      assets of the Purchaser. 

     

    12. No
      consent, approval, authorization or other order of any governmental authority
      or
      other third-party is required to be obtained by the Purchaser in order for
      Purchaser to execute, deliver and perform this Agreement and to consummate
      the
      transactions contemplated hereby.

     

    13. If
      the
      Purchaser is a retirement plan or is investing on behalf of a retirement plan,
      the Purchaser acknowledges that an investment in the Securities poses additional
      risks, including the inability to use losses generated by an investment in
      the
      Securities to offset taxable income.

     

    14. The
      information contained in the purchaser questionnaire in the form of Exhibit
      C
      attached
      hereto (the “Purchaser
      Questionnaire”)
      delivered by the Purchaser in connection with this Agreement is complete and
      accurate in all respects as of the date of this Agreement. 

     

    15. The
      Purchaser acknowledges that the Company will have the authority to issue shares
      of Common Stock, in excess of those being issued in connection with the
      Offering, and that the Company may issue additional shares of Common Stock
      from
      time to time. The issuance of additional shares of Common Stock may cause
      dilution of the existing shares of Common Stock and a decrease in the market
      price of such existing shares.

     

    
      
        
        

      

      
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              C.

            	
              Representations
                and Warranties of the Company.

            


    

     

    The
      Company hereby makes the following representations and warranties to the
      Purchaser, which shall survive the Closing and the purchase and sale of the
      Securities.

     

    1. Organization,
      Good Standing and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has full corporate power and
      authority to conduct its business as currently conducted. The Company is duly
      qualified to do business as a foreign corporation and is in good standing in
      all
      jurisdictions in which the character of the property owned or leased or the
      nature of the business transacted by it makes qualification necessary, except
      where the failure to be so qualified would not have a material adverse effect
      on
      the business, properties, prospects, financial condition or results of
      operations of the Company (a “Material
      Adverse Effect”).

     

    2. Schedule
      C sets forth (i) the authorized capital stock of the Company on the date hereof,
      (ii) the number of shares of capital stock issued and outstanding, (iii) the
      number of shares of capital stock issuable pursuant to the Company’s stock
      plans, and (iv) the number of shares of capital stock issuable and reserved
      for
      issuance pursuant to, exercisable for, or convertible into or exchangeable
      for
      any shares of capital stock of the Company. All of the issued and outstanding
      shares of the Company’s capital stock have been duly authorized and validly
      issued and are fully paid, nonassessable and free of pre-emptive rights and
      were
      issued in full compliance with applicable law and any rights of third parties.
      No Person is entitled to pre-emptive or similar statutory or contractual rights
      with respect to any securities of the Company. Except as described on C, there
      are no outstanding warrants, options, convertible securities or other rights,
      agreements or arrangements of any character under which the Company may be
      obligated to issue any equity securities of any kind and, except as contemplated
      by this Agreement. Except as described on Schedule C and, there are no voting
      agreements, buy-sell agreements, option or right of first purchase agreements
      or
      other agreements of any kind among the Company and any of its security holders
      relating to the securities of the Company. Except as described on C, the Company
      has not granted any Person the right to require the Company to register any
      of
      its securities under the 1933 Act, whether on a demand basis or in connection
      with the registration of securities of the Company for its own account or for
      the account of any other Person.

     

    Schedule
      C sets forth a true and complete table setting forth the pro forma
      capitalization of the Company on a fully diluted basis giving effect to the
      issuance of the Securities the exercise or conversion of all outstanding
      securities. Except as described on C, the issuance and sale of the Securities
      hereunder will not obligate the Company to issue shares of Common Stock or
      other
      securities to any other Person (other than the Investors) and will not result
      in
      the adjustment of the exercise, conversion, exchange or reset price of any
      outstanding security.

     

    Except
      as
      set forth on Schedule C, the Company does not have outstanding stockholder
      purchase rights or any similar arrangement in effect giving any Person the
      right
      to purchase any equity interest in the Company upon the occurrence of certain
      events.

     

    3. Issuance;
      Reservation of Shares.
      The
      issuance of the Shares has been duly and validly authorized by all necessary
      corporate and stockholder action, and the Shares, when issued and paid for
      pursuant to this Agreement, will be validly issued, fully paid and
      non-assessable shares of Common Stock of the Company. 

     

    
      
        
        

      

      
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    4. Authorization;
      Enforceability.
      The
      Company has all corporate right, power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. All corporate
      action on the part of the Company, its directors and stockholders necessary
      for
      the authorization, execution, delivery and performance of this Agreement by
      the
      Company, the authorization, sale, issuance and delivery of the Securities
      contemplated herein and the performance of the Company’s obligations hereunder
      has been taken. This Agreement has been duly executed and delivered by the
      Company and constitutes the legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms and subject to
      laws
      of general application relating to bankruptcy, insolvency and the relief of
      debtors and rules of law governing specific performance, injunctive relief
      or
      other equitable remedies, and to limitations of public policy. The issuance
      and
      sale of the Securities contemplated hereby will not give rise to any preemptive
      rights or rights of first refusal on behalf of any person. 

     

    5. No
      Conflict; Governmental and Other Consents.

     

    (a) The
      execution and delivery by the Company of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in the violation of any
      law, statute, rule, regulation, order, writ, injunction, judgment or decree
      of
      any court or governmental authority to or by which the Company is bound, or
      of
      any provision of the Certificate of Incorporation or Bylaws of the Company,
      and
      will not conflict with, or result in a breach or violation of, any of the terms
      or provisions of, or constitute (with due notice or lapse of time or both)
      a
      default under, any lease, loan agreement, mortgage, security agreement, trust
      indenture or other agreement or instrument to which the Company is a party
      or by
      which it is bound or to which any of its properties or assets is subject, nor
      result in the creation or imposition of any lien upon any of the properties
      or
      assets of the Company except to the extent that any such violation, conflict
      or
      breach would not be reasonably likely to have a Material Adverse Effect.


     

    (b) No
      consent, approval, authorization or other order of any governmental authority
      or
      other third-party is required to be obtained by the Company in connection with
      the authorization, execution and delivery of this Agreement or with the
      authorization, issue and sale of the Securities, except such post-Closing
      filings as may be required to be made with the Securities and Exchange
      Commission (the “SEC”)
      and
      with any state or foreign blue sky or securities regulatory
      authority.

     

    6. Litigation.
      There
      are no pending or, to the Company’s knowledge, threatened legal or governmental
      proceedings against the Company, which, if adversely determined, would be
      reasonably likely to have a Material Adverse Effect on the Company. There is
      no
      action, suit, proceeding, inquiry or investigation before or by any court,
      public board or body (including, without limitation, the SEC) pending or, to
      the
      knowledge of the Company, threatened against or affecting the Company or any
      of
      its Subsidiaries wherein an unfavorable decision, ruling or finding could
      adversely affect the validity or enforceability of, or the authority or ability
      of the Company to perform its obligations under the Agreements.

     

    
      
        
        

      

      
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    7. Accuracy
      of Reports.
      All
      reports required to be filed by the Company within the two years prior to the
      date of this Agreement (the “SEC
      Reports”)
      under
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      have
      been filed with the SEC, complied at the time of filing in all material respects
      with the requirements of their respective forms and, except to the extent
      updated or superseded by any subsequently filed report, were complete and
      correct in all material respects as of the dates at which the information was
      furnished, and contained (as of such dates) no untrue statements of a material
      fact nor omitted to state any material fact necessary in order to make the
      statements contained therein, in light of the circumstances under which they
      were made, not misleading. 

     

    8. Financial
      Information.
      The
      Company’s financial statements that appear in the SEC Reports have been prepared
      in accordance with United States generally accepted accounting principles
      (“GAAP”),
      except in the case of unaudited statements, as permitted by Form 10-Q of the
      SEC
      or as may be indicated therein or in the notes thereto, applied on a consistent
      basis throughout the periods indicated and such financial statements fairly
      present in all material respects the financial condition and results of
      operations of the Company as of the dates and for the periods indicated
      therein.

     

    9. Accounting
      Controls.
      The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurances that (i) transactions are executed in accordance with
      management’s general or specific authorization; (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      GAAP and to maintain accountability for assets; (iii) access to assets is
      permitted only in accordance with management’s general or specific
      authorization; and (iv) the recorded accountability for assets is compared
      with
      existing assets at reasonable intervals and appropriate action is taken with
      respect to any differences.

     

    10. Absence
      of Certain Changes.
      Since
      the date of the Company’s financial statements in the latest of the SEC Reports,
      there has not occurred any undisclosed event that has caused a Material Adverse
      Effect or any occurrence, circumstance or combination thereof that reasonably
      would be likely to result in such Material Adverse Effect.

     

    11. Investment
      Company.
      The
      Company is not an “investment company” within the meaning of such term under the
      Investment Company Act of 1940, as amended, and the rules and regulations of
      the
      SEC thereunder.

     

    12. Subsidiaries.
      The
      Company has no subsidiaries. For the purposes of this Agreement, “subsidiary”
shall mean any company or other entity of which at least 50% of the securities
      or other ownership interest having ordinary voting power for the election of
      directors or other persons performing similar functions are at the time owned
      directly or indirectly by the Company or any of its other
      subsidiaries.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    13. Indebtedness.
      The
      financial statements in the SEC Reports reflect, to the extent required, as
      of
      the date thereof all outstanding secured and unsecured Indebtedness (as defined
      below) of the Company or any subsidiary, or for which the Company or any
      subsidiary has commitments. For purposes of this Agreement, “Indebtedness”
shall
      mean (a) any liabilities for borrowed money or amounts owed (other than trade
      accounts payable incurred in the ordinary course of business), (b) all
      guaranties, endorsements and other contingent obligations in respect of
      Indebtedness of others, whether or not the same are or should be reflected
      in
      the Company’s balance sheet (or the notes thereto), except guaranties by
      endorsement of negotiable instruments for deposit or collection or similar
      transactions in the ordinary course of business; and (c) the present value
      of
      any lease payments due under leases required to be capitalized in accordance
      with GAAP. The Company is not in default with respect to any
      Indebtedness.

     

    14. Certain
      Fees.
       No
      brokers’, finders’ or financial advisory fees or commissions will be payable by
      the Company with respect to the transactions contemplated by this
      Agreement.

     

    15. Material
      Agreements.
      Except
      as set forth in the SEC Reports, the Company is not a party to any written
      or
      oral contract, instrument, agreement, commitment, obligation, plan or
      arrangement, a copy of which would be required to be filed with the SEC as
      an
      exhibit to a Form 10-KSB or a Form 8-K (each, a “Material
      Agreement”).
      The
      Company and each of its subsidiaries has in all material respects performed
      all
      the obligations required to be performed by them to date under the foregoing
      agreements, have received no notice of default by the Company or the subsidiary
      that is a party thereto, as the case may be, and, to the Company’s knowledge,
      are not in default under any Material Agreement now in effect, the result of
      which would be reasonably likely to have a Material Adverse Effect.

     

    16. Transactions
      with Affiliates.
      Except
      as set forth in the SEC Reports, there are no loans, leases, agreements,
      contracts, royalty agreements, management contracts or arrangements or other
      continuing transactions between (a) the Company or any of its customers or
      suppliers on the one hand, and (b) on the other hand, any person who would
      be
      covered by Item 404(d) of Regulation S-K or any company or other entity
      controlled by such person.

     

    17. Taxes.
      The
      Company has prepared and filed all federal, state, local, foreign and other
      tax
      returns for income, gross receipts, sales, use and other taxes and custom duties
      (“Taxes”)
      required by law to be filed by it, except for tax returns, the failure to file
      which, individually or in the aggregate, do not and would not have a Material
      Adverse Effect on the Company. Such filed tax returns are complete and accurate,
      except for such omissions and inaccuracies which, individually or in the
      aggregate, do not and would not have a Material Adverse Effect on the Company.
      The Company has paid or made provisions for the payment of all Taxes shown
      to be
      due on such tax returns and all additional assessments, and adequate provisions
      have been and are reflected in the financial statements of the Company and
      the
      subsidiaries for all current Taxes to which the Company or any subsidiary is
      subject and which are not currently due and payable, except for such Taxes
      which, if unpaid, individually or in the aggregate, do not and would not have
      a
      Material Adverse Effect on the Company. None of the federal income tax returns
      of the Company for the past five years has been audited by the Internal Revenue
      Service. The Company has not received written notice of any assessments,
      adjustments or contingent liability (whether federal, state, local or foreign)
      in respect of any Taxes pending or threatened against the Company or any
      subsidiary for any period which, if unpaid, would have a Material Adverse Effect
      on the Company.

     

    
      
        
        

      

      
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    18. Insurance.
      The
      Company is insured by insurers of recognized financial responsibility against
      such losses and risks and in such amounts as the Company believes are prudent
      and customary in the businesses in which the Company is engaged. The Company
      has
      no reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain similar coverage from
      similar insurers as may be necessary to continue its business without an
      increase in cost significantly greater than general increases in cost
      experienced for similar companies in similar industries with respect to similar
      coverage. 

     

    19. Environmental
      Matters.
      Except
      as disclosed in the SEC Reports, all real property owned, leased or otherwise
      operated by the Company is free of contamination from any substance, waste
      or
      material currently identified to be toxic or hazardous pursuant to, within
      the
      definition of a substance which is toxic or hazardous under, or which may result
      in liability under, any Environmental Law (as defined below), including, without
      limitation, any asbestos, polychlorinated biphenyls, radioactive substance,
      methane, volatile hydrocarbons, industrial solvents, oil or petroleum or
      chemical liquids or solids, liquid or gaseous products, or any other material
      or
      substance (“Hazardous
      Substance”)
      which
      has caused or would reasonably be expected to cause or constitute a threat
      to
      human health or safety, or an environmental hazard in violation of Environmental
      Law or to result in any environmental liabilities that would be reasonably
      likely to have a Material Adverse Effect. The Company has not caused or suffered
      to occur any release, spill, migration, leakage, discharge, disposal,
      uncontrolled loss, seepage, or filtration of Hazardous Substances that would
      reasonably be expected to result in environmental liabilities that would be
      reasonably likely to have a Material Adverse Effect. The Company has generated,
      treated, stored and disposed of any Hazardous Substances in compliance with
      applicable Environmental Laws, except for such non-compliances that would not
      be
      reasonably likely to have a Material Adverse Effect. The Company has obtained,
      or has applied for, and is in compliance with and in good standing under all
      permits required under Environmental Laws (except for such failures that would
      not be reasonably likely to have a Material Adverse Effect) and the Company
      has
      no knowledge of any proceedings to substantially modify or to revoke any such
      permit. There are no investigations, proceedings or litigation pending or,
      to
      the Company's knowledge, threatened against the Company or any of the Company’s
      facilities relating to Environmental Laws or Hazardous Substances. “Environmental
      Laws”
shall
      mean all federal, national, state, regional and local laws, statutes, ordinances
      and regulations, in each case as amended or supplemented from time to time,
      and
      any judicial or administrative interpretation thereof, including orders, consent
      decrees or judgments relating to the regulation and protection of human health,
      safety, the environment and natural resources.

     

    20. Intellectual
      Property Rights and Licenses.
      The
      Company owns or has the right to use any and all information, know-how, trade
      secrets, patents, copyrights, trademarks, trade names, software, formulae,
      methods, processes and other intangible properties that are of a such nature
      and
      significance to the business that the failure to own or have the right to use
      such items would have a Material Adverse Effect (“Intangible
      Rights”).
      The
      Company has not received any notice that it is in conflict with or infringing
      upon the asserted intellectual property rights of others in connection with
      the
      Intangible Rights, and, to the Company’s knowledge, neither the use of the
      Intangible Rights nor the operation of the Company’s businesses is infringing or
      has infringed upon any intellectual property rights of others. All payments
      have
      been duly made that are necessary to maintain the Intangible Rights in force.
      No
      claims have been made, and to the Company’s knowledge, no claims are threatened,
      that challenge the validity or scope of any material Intangible Right of the
      Company. The Company has taken reasonable steps to obtain and maintain in force
      all licenses and other permissions under Intangible Rights of third parties
      necessary to conduct their businesses as heretofore conducted by them, and
      now
      being conducted by them, and as expected to be conducted, and the Company is
      not
      or has not been in material breach of any such license or other
      permission.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    21. Labor,
      Employment and Benefit Matters.

     

    (a) There
      are
      no existing, or to the best of the Company’s knowledge, threatened strikes or
      other labor disputes against the Company that would be reasonably likely to
      have
      a Material Adverse Effect. Except as set forth in the SEC Reports, there is
      no
      organizing activity involving employees of the Company pending or, to the
      Company’s or its subsidiaries’ knowledge, threatened by any labor union or group
      of employees. There are no representation proceedings pending or, to the
      Company’s knowledge, threatened with the National Labor Relations Board, and no
      labor organization or group of employees of the Company or its subsidiaries
      has
      made a pending demand for recognition.

     

    (b) Except
      as
      set forth in the SEC Reports, the Company is not, or during the five years
      preceding the date of this Agreement was not, a party to any labor or collective
      bargaining agreement and there are no labor or collective bargaining agreements
      which pertain to employees of the Company.

     

    (c) Each
      employee benefit plan is in compliance with all applicable law, except for
      such
      noncompliance that would not be reasonably likely to have a Material Adverse
      Effect.

     

    (d) The
      Company does not have any liabilities, contingent or otherwise, including
      without limitation, liabilities for retiree health, retiree life, severance
      or
      retirement benefits, which are not fully reflected, to the extent required
      by
      GAAP, on the Balance Sheet or fully funded. The term “liabilities” used in the
      preceding sentence shall be calculated in accordance with reasonable actuarial
      assumptions.

     

    (e) The
      Company has not (i) terminated any “employee pension benefit plan” as defined in
      Section 3(2) of ERISA (as defined below) under circumstances that present a
      material risk of the Company or any of its subsidiaries incurring any liability
      or obligation that would be reasonably likely to have a Material Adverse Effect,
      or (ii) incurred or expects to incur any outstanding liability under Title
      IV of
      the Employee Retirement Income Security Act of 1974, as amended and all rules
      and regulations promulgated thereunder (“ERISA”).

     

    22. Compliance
      with Law.
      The
      Company is in compliance in all material respects with all applicable laws,
      except for such noncompliance that would not reasonably be likely to have a
      Material Adverse Effect. The Company has not received any notice of, nor does
      the Company have any knowledge of, any violation (or of any investigation,
      inspection, audit or other proceeding by any governmental entity involving
      allegations of any violation) of any applicable law involving or related to
      the
      Company which has not been dismissed or otherwise disposed of that would be
      reasonably likely to have a Material Adverse Effect. The Company has not
      received notice or otherwise has any knowledge that the Company is charged
      with,
      threatened with or under investigation with respect to, any violation of any
      applicable law that would reasonably be likely to have a Material Adverse
      Effect.
      Neither
      the Company nor any of its subsidiaries nor any employee or agent of the Company
      or any subsidiary has made any contribution or other payment to any official
      of,
      or candidate for, any federal, state or foreign office in violation of any
      law.
      The Company and its directors, officers, employees and agents have complied
      in
      all material respects with the Foreign Corrupt Practices Act of 1977, as
      amended, and any related rules and regulations. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    23. Ownership
      of Property.
      Except
      as set forth in the Company’s financial statements included in the SEC Reports,
      the Company has (i) good and marketable fee simple title to its owned real
      property, if any, free and clear of all liens, except for liens which do not
      individually or in the aggregate have a Material Adverse Effect; (ii) a valid
      leasehold interest in all leased real property, and each of such leases is
      valid
      and enforceable in accordance with its terms (subject to laws of general
      application relating to bankruptcy, insolvency and the relief of debtors and
      rules of law governing specific performance, injunctive relief or other
      equitable remedies, and to limitations of public policy) and is in full force
      and effect, and (iii) good title to, or valid leasehold interests in, all of
      its
      other properties and assets free and clear of all liens, except for liens
      disclosed in the SEC Reports or which otherwise do not individually or in the
      aggregate have a Material Adverse Effect.

     

    24. No
      Integrated Offering.
      Assuming the accuracy of each Purchaser’s representations and warranties set
      forth in Section B hereof, neither the Company, nor any of its affiliates or
      other person acting on the Company’s behalf has, directly or indirectly, made
      any offers or sales of any security or solicited any offers to buy any security
      under circumstances that would cause the Offering of the Securities to be
      integrated with prior offerings by the Company for purposes of the Securities
      Act, when integration would cause the Offering not to be exempt from the
      requirements of Section 5 of the Securities Act.

     

    25. General
      Solicitation.
      Neither
      the Company nor, to its knowledge, any person acting on behalf of the Company,
      has offered or sold any of the Securities by any form of “general solicitation”
within the meaning of Rule 502 under the Securities Act. To the knowledge of
      the
      Company, no person acting on its behalf has offered the Securities for sale
      other than to the Purchasers and certain other “accredited investors” within the
      meaning of Rule 501 under the Securities Act.

     

    26. No
      Manipulation of Stock.
      The
      Company has not taken and will not, in violation of applicable law, take, any
      action designed to or that might reasonably be expected to cause or result
      in
      stabilization or manipulation of the price of the Common Stock to facilitate
      the
      sale or resale of the Securities.

     

    27. No
      Registration.
      Assuming the accuracy of the representations and warranties made by, and
      compliance with the covenants of, the Purchasers in Section B hereof, no
      registration of the Securities under the Securities Act is required in
      connection with the offer and sale of the Securities by the Company to the
      Purchasers as contemplated by this Agreement. 

     

    28. Form
      D.
      The
      Company agrees to file one or more Forms D with respect to the Securities on
      a
      timely basis as required under Regulation D under the Securities Act to claim
      the exemption provided by Rule 506 of Regulation D and to provide a copy thereof
      to the Purchasers and their counsel promptly after such filing.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    29. Certain
      Future Financings and Related Actions.
      The
      Company will not sell, offer to sell, solicit offers to buy or otherwise
      negotiate in respect of any “security” (as defined in the Securities Act) that
      is or could be integrated with the sale of the Securities in a manner that
      would
      require the registration of the Securities under the Securities
      Act.

     

    30. Use
      of
      Proceeds.
      The
      Company intends that the net proceeds from the Offering will be used to fund
      the
      continued development of its product candidates (including, without
      limitation, expenses relating to conducting clinical trials and milestones
      payments that may be triggered under the license agreements relating to such
      product candidates), for working capital and for other general corporate
      purposes. 

     

    31. Disclosure.
      The
      Company understands and confirms that each of the Purchasers will rely on the
      foregoing representations in effecting transactions in securities of the
      Company. All disclosure provided by the Company to the Purchasers regarding
      the
      Company, its business and the transactions contemplated hereby furnished by
      or
      on the behalf of the Company are true and correct in all material respects
      and
      do not contain any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements made therein, in the
      light of the circumstances under which they were made, not misleading. To the
      Company’s knowledge, no material event or circumstance has occurred or
      information exists with respect to the Company or its business, properties,
      operations or financial conditions, which, under applicable law, rule or
      regulation, requires public disclosure or announcement by the Company but which
      has not been so publicly announced or disclosed.

     

    
      	
              D.

            	
              Understandings.

            


    

     

    Each
      of
      the Purchasers understands, acknowledges and agrees with the Company as
      follows:

     

    1. The
      execution of this Agreement by the Purchaser or solicitation of the investment
      contemplated hereby shall create no obligation on the part of the Company to
      accept any subscription or complete the Offering. If the Company accepts a
      subscription for Securities made by a Purchaser, it shall countersign this
      Agreement. 

     

    2. No
      federal or state agency or authority has made any finding or determination
      as to
      the accuracy or adequacy of the Offering Documents or as to the fairness of
      the
      terms of the Offering nor any recommendation or endorsement of the Securities.
      Any representation to the contrary is a criminal offense. In making an
      investment decision, Purchaser must rely on its own examination of the Company
      and the terms of the Offering, including the merits and risks
      involved.

     

    3. The
      Offering is intended to be exempt from registration under the Securities Act
      by
      virtue of Section 4(2) of the Securities Act and the provisions of Rule 506
      of
      Regulation D thereunder, which is in part dependent upon the truth, completeness
      and accuracy of the statements made by the Purchaser herein. The Purchaser
      acknowledges that the Company has relied on the representations made by the
      Purchaser in Section B and the information provided in the Purchaser
      Questionnaire for purposes of determining that the Purchaser is an “accredited
      investor” as defined in Rule 501 of Regulation D under the Securities Act.


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    4. There
      can
      be no assurance that the Purchaser will be able to sell or dispose of the
      Securities. It is understood that in order not to jeopardize the Offering’s
      exempt status under Section 4(2) of the Securities Act and Regulation D, any
      transferee may, at a minimum, be required to fulfill the investor suitability
      requirements thereunder.

     

    5. The
      Purchaser acknowledges that the Offering is confidential and non-public and
      agrees that all information about the Offering shall be kept in confidence
      by
      the Purchaser until the public announcement of the Offering by the Company.
      The
      Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use
      and disclosure of any such confidential, non-public information contained in
      the
      above-described documents restricts the Purchaser from trading in the Company’s
      securities to the extent such trading is on the basis of material, non-public
      information of which the Purchaser is aware. Except for the terms of the
      transaction documents and the fact that the Company is considering consummating
      the transactions contemplated therein, the Company confirms that neither the
      Company nor, to its knowledge, any other person acting on its behalf, has
      provided any of the Purchasers or their agents or counsel with any information
      that constitutes material, non-public information. 

     

    6. The
      Purchaser agrees that beginning on the date hereof until the Offering is
      publicly announced by the Company (which the Company has agreed to undertake
      in
      accordance with the provisions of Section F.2. hereof), the Purchaser will
      not
      enter into any Short Sales. For purposes of the foregoing sentence, a “Short
      Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale
      and that is executed at a time when such Purchaser has no equivalent offsetting
      long position in the Common Stock, exclusive of the Shares. For purposes of
      determining whether a Purchaser has an equivalent offsetting long position
      in
      the Common Stock, all Common Stock that would be issuable upon exercise in
      full
      of all options then held by such Purchaser (assuming that such options were
      then
      fully exercisable, notwithstanding any provisions to the contrary, and giving
      effect to any exercise price adjustments scheduled to take effect in the future)
      shall be deemed to be held long by such Purchaser.

     

    
      	
              E.

            	
              Compliance
                with Rule 144.

            


    

     

    For
      a
      period of one year following the date of the Closing, the Company agrees with
      each Purchaser of Securities to:

     

    (a) comply
      with the requirements of Rule 144 under the Securities Act with respect to
      current public information about the Company;

     

    (b) use
      its
      best efforts to file with the SEC in a timely manner all reports and other
      documents required of the Company under the Securities Act and the Exchange
      Act
      (at any time it is subject to such reporting requirements); and

     

    (c) furnish
      to any holder of Securities upon request (i) a written statement by the Company
      as to its compliance with the requirements of said Rule 144 and the reporting
      requirements of the Securities Act and the Exchange Act (at any time it is
      subject to such reporting requirements), (ii) a copy of the most recent annual
      or quarterly report of the Company, and (iii) such other reports and documents
      of the Company as such holder may reasonably request to avail itself of any
      similar rule or regulation of the SEC allowing it to sell any such
      securities.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
              F.

            	
              Covenants
                of the Company.

            


    

     

    1.
       Press
      Release; Form 8-K.
       On
      or
      prior to 4:00 p.m. (New York City time) on the first business day following
      the
      Closing Date, the Company shall file a Form 8-K (the "Announcing Form 8-K")
      with
      the SEC. The Announcing Form 8-K, (x) shall describe the terms of the
      transactions contemplated by this Agreement, (y) shall include as exhibits
      to
      such Form 8-K this Agreement, and (z) shall include any other information
      required to be disclosed therein pursuant to any securities laws or other laws.
      The Company represents and warrants that none of the information contained
      in
      any of the schedules hereto constitutes material non-public information
      regarding the Company. Unless required by law, the Company shall not make any
      public announcement regarding the transactions contemplated hereby prior to
      the
      Closing. The Company shall not issue any press releases or any other public
      statements with respect to the transactions contemplated hereby or disclosing
      the name of the Purchaser; provided, however, that the Company shall be
      entitled, without the prior approval of the Purchaser, to make any press release
      or other public disclosure with respect to such transactions (A) in substantial
      conformity with the Announcing Form 8-K and contemporaneously therewith and
      (B)
      as is required by applicable law (provided; however, that the Purchaser shall
      be
      consulted by the Company in connection with any such press release or other
      public disclosure prior to its release and shall be provided with a copy
      thereof). 

     

    2. Registration
      of Securities for Resale.
      On and
      after the date which is six months after the Closing Date, if there is not
      an
      available exemption from Rule 144 to permit the sale of shares of Common Stock
      acquired by Purchaser on the Closing Date, the Company agrees to use its best
      efforts to file a registration statement under the Securities Act (the
“Registration Statement”) with the SEC covering the resale of such Securities by
      the Purchaser and to use its best efforts to maintain the effectiveness of
      the
      Registration Statement until the first anniversary of the Closing Date or until
      all the Securities have been sold or transferred; whichever occurs first.


     

    3.
       Subsequent
      Communications.
      On and
      after the filing of the Announcing Form 8-K, notwithstanding any provision
      herein to the contrary, the Company shall not, and shall cause each of its
      officers, directors, employees and agents not to, provide the Purchaser with
      any
      material nonpublic information regarding the Company, without the express
      written consent of the Purchaser. In the event that the Purchaser believes
      that
      the Company or any of its officers, directors, employees or agents has breached
      the foregoing covenant, the Purchaser shall so notify the Company in the manner
      provided below. In the event that the Company believes that a notice or
      communication to the Purchaser contains material, nonpublic information relating
      to the Company, the Company so shall indicate to the Purchaser contemporaneously
      with delivery of such notice or communication, and such indication shall provide
      the Purchaser the means to refuse to receive such notice or communication;
      and
      in the absence of any such indication, the holders of the Securities shall
      be
      allowed to presume that all matters relating to such notice or communication
      do
      not constitute material, nonpublic information relating to the Company. Upon
      receipt or delivery by the Company of any notice in accordance with the terms
      of
      this Agreement, unless the Company has in good faith determined that the matters
      relating to such notice do not constitute material, nonpublic information
      relating to the Company, the Company shall within four business days after
      any
      such receipt or delivery publicly disclose such material, nonpublic information.
      

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    
      	G.	
              Equitable
                Adjustment in Certain
                Circumstances.

            


    

     

    1. If,
      prior
      to the Announcement Date as hereinafter defined, the Company completes a sale
      of
      shares of its Common Stock, securities of the Company convertible into or
      exchangeable for shares of its Common Stock or rights to acquire shares of
      its
      Common Stock or other securities convertible into or exchangeable for shares
      of
      its Common Stock (a “Subsequent Equity Financing”), and the holders of shares of
      Series D Preferred Stock of the Company (“the Series D Shares”), in connection
      with the giving of any consent to such Subsequent Equity Financing, receive
      consideration therefor in the form of a reduction in the effective conversion
      price of the Series D Shares, a reduction in the effective exercise price of
      Common Stock purchase warrants issued in connection with the issuance of the
      Series D shares or the issuance of additional shares of Common Stock, then
      each
      Purchaser shall be entitled to receive substantially equivalent consideration
      in
      the form of additional shares of Common Stock (“Additional Shares”) equal to the
      difference between (x) the product obtained by multiplying the number of shares
      of Common Stock purchased by such Purchaser at the Closing by a fraction, the
      numerator of which is the lesser of $0.65 or the Effective Purchase Price as
      defined below and the denominator of which is the reduced conversion price
      of
      the Series D Share, the reduced exercise price of the related Common Stock
      purchase warrants or the closing price per share of Common Stock reported in
      its
      principal trading market on the day shares Common Stock are issued to the
      holders Series D Shares, as the case may be, and (y) the number of shares of
      Common Stock purchased by such Purchasers at the Closing. For purposes of this
      Section G.1, the Effective Purchase Price is calculated as the Subscription
      Amount divided by the sum of the Shares issued in the Offering plus Additional
      Shares issued to the Purchasers as a result of a Subsequent Equity Financing.
      

     

    2. The
      Company has no obligation to deliver additional shares of Common Stock to the
      Purchasers pursuant to this Section G upon the closing of a Subsequent Equity
      Financing for which no consent of the holders of Series D Shares is required
      or
      if no consideration is received by the holders of Series D Shares in connection
      with the giving of any such consent. For purposes of this Section G, the term
      Series D Shares includes any shares of another series of Preferred Stock of
      the
      Company for which the Series D Shares are exchanged. For purposes of this
      Section G the term Announcement Date means the public announcement by the
      Company of the conclusion of the Company’s NOV-002 Phase III clinical trial in
      non-small cell lung cancer. On and after the Announcement Date the Company
      has
      no further obligation under this Section. 

     

    
      	H.	
              Miscellaneous.

            


    

     

    1. All
      pronouns and any variations thereof used herein shall be deemed to refer to
      the
      masculine, feminine, singular or plural, as identity of the person or persons
      may require.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    2. Any
      notice or other document required or permitted to be given or delivered to
      the
      Purchasers shall be in writing and sent (a) by fax or (b) by an internationally
      recognized overnight delivery service (with charges prepaid):

     

    if
      to the
      Company, at

     

    Novelos
      Therapeutics, Inc.

    One
      Gateway Center, Suite 504

    Newton,
      MA 02458

    Fax
      No.:
      (617) 964-6331

    Attention:
      Harry S. Palmin, President and Chief Executive Officer

     

    or
      such
      other address as it shall have specified to the Purchaser in writing, with
      a
      copy (which shall not constitute notice) to: 

     

    Foley
      Hoag LLP

    155
      Seaport Boulevard

    Boston,
      MA 02210

    Fax
      No.:
      (617) 832-7000

    Attention:
      Paul Bork, Esq.

     

    if
      to the
      Purchaser, at its address set forth on the signature page to this Agreement,
      or
      such other address as it shall have specified to the Company in
      writing.

     

    3. Except
      as
      otherwise provided herein, this Agreement may be amended, and compliance with
      any provision of this Agreement may be omitted or waived, only by the written
      agreement of the Company and the Purchasers (or their permitted transferees)
      holding at least a majority of the number of outstanding Shares in the aggregate
      sold to the Purchasers in this Offering.

     

    4. Failure
      of the Company to exercise any right or remedy under this Agreement or any
      other
      agreement between the Company and the Purchaser, or otherwise, or delay by
      the
      Company in exercising such right or remedy, will not operate as a waiver
      thereof. No waiver by the Company will be effective unless and until it is
      in
      writing and signed by the Company.

     

    5. This
      Agreement shall be enforced, governed and construed in all respects in
      accordance with the laws of the Commonwealth of Massachusetts, as such laws
      are
      applied by the Massachusetts courts to agreements entered into and to be
      performed in Massachusetts by and between residents of Massachusetts, and shall
      be binding upon the Purchaser, the Purchaser’s heirs, estate, legal
      representatives, successors and assigns and shall inure to the benefit of the
      Company, its successors and assigns.

     

    6. If
      any
      provision of this Agreement is held to be invalid or unenforceable under any
      applicable statute or rule of law, then such provision shall be deemed modified
      to conform with such statute or rule of law. Any provision hereof that may
      prove
      invalid or unenforceable under any law shall not affect the validity or
      enforceability of any other provisions hereof.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    7. The
      parties understand and agree that, unless provided otherwise herein, money
      damages would not be a sufficient remedy for any breach of the Agreement by
      the
      Company or the Purchaser and that the party against which such breach is
      committed shall be entitled to equitable relief, including injunction and
      specific performance, as a remedy for any such breach. Such remedies shall
      not,
      unless provided otherwise herein, be deemed to be the exclusive remedies for
      a
      breach by either party of the Agreement but shall be in addition to all other
      remedies available at law or equity to the party against which such breach
      is
      committed.

     

    8. The
      obligations of each Purchaser under this Agreement are several and not joint
      with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder, except as may result from the actions of any such Purchaser
      other than through the execution hereof. Nothing contained herein solely by
      virtue of being contained herein shall be deemed to constitute the Purchasers
      as
      a partnership, an association, a joint venture or any similar entity, or create
      a presumption that the Purchasers are in any way acting in concert or as a
      group
      with respect to such obligations or the transactions contemplated
      hereby.

     

    9. This
      Agreement, together with the agreements and documents executed and delivered
      in
      connection with this Agreement, constitutes the entire agreement between the
      parties hereto with respect to the subject matter hereof. Nothing in this
      Agreement shall create or be deemed to create any rights in any person or entity
      not a party to this Agreement, except for the Placement Agent.

     

    10. This
      Agreement may be executed in any number of counterparts, each such counterpart
      shall be deemed to be an original instrument, and all such counterparts together
      shall constitute but one agreement. Facsimile transmission of execution copies
      or signature pages for this Agreement shall be legal, valid and binding
      execution and delivery for all purposes.

     

    
      	I.	
              Signature.

            


    

     

    The
      signature page of this Agreement is contained as part of the applicable
      subscription package, entitled “Signature Page.”

     

    *
      * * * *
      * *

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    SIGNATURE
      PAGE

     

    The
      Purchaser hereby subscribes for such number of Shares as shall equal the
      Subscription Amount as set forth below, divided by the Offering Price, and
      agrees to be bound by the terms and conditions of this Agreement.

     

    Dated:
      August 14, 2008 

     

    PURCHASER:
       CRE
      Fiduciary Services, Inc., as trustee of the CRE Trust

     

    Total
      Subscription Amount:  $1,499,999.80

    


    Signature
      of Subscriber:  /s/
      Sandra Viana 

    


    Title
      of
      Authorized Signer:  Vice
      President; Secretary 

    


    Address
      of principal place of business:  2120
      Carey Ave; Suite 300; Cheyenne, Wyoming 82001

    


    Country
      of Formation or Incorporation:  USA;
      Wyoming 

    


    Type
      of
      Entity:  U.S.
      Trust 

    


    PURCHASER:
       CRE
      Capital LLC

     

    Total
      Subscription Amount:  $1,499,999.80

    


    Signature
      of Subscriber:  /s/
      Sandra Viana 

    


    Title
      of
      Authorized Signer:  Attorney-in-fact

    


    Address
      of principal place of business:  777
      Old Saw Mill Road; Tarrytown, New York 10591

    


    Country
      of Formation or Incorporation:  USA;
      Delaware

    


    Type
      of
      Entity:  Limited
      Liability Company

     

    
      	
              ACCEPTED
                BY:

            
	 
	
              NOVELOS
                THERAPEUTICS, INC.

            
	 
	
              By:

            	
              /s/
                Harry S. Palmin

            
	 	
              Name:
                Harry Palmin

            
	 	
              Title:
                President and Chief Executive Officer

            
	  
              
	
              Dated:
                August 14, 2008

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
      A

     

    WIRING
      INSTRUCTIONS

    

      
        
          	
                  Bank:

                	
                  Citizens
                    Bank RI

                
	
                  Bank
                    Address:

                	
                  1
                    Citizens Drive, Riverside, RI 02915, USA

                
	 	
                  617-527-8059

                
	
                  Account
                    Name:

                	
                  Novelos
                    Therapeutics, Inc.

                
	
                  Account
                    Address:

                	
                  One
                    Gateway Center, Suite 504

                
	 	
                  Newton,
                    MA 02458, USA

                
	
                  ABA
                    (Routing) #:

                	
                  011500120

                
	
                  Swift
                    Code:

                	
                  CTZIUS33

                
	
                  Account
                    #:

                	
                  1132895348

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    Schedule
      B 

     

    Additional
      Risk Factors for the Offering

     

    The
      Offering involves a high degree of risk. You should carefully consider the
      following information about some of these risks, as well as the other
      information contained or incorporated by reference into our SEC Reports, before
      you decide to invest in Securities. The following risks and uncertainties are
      not the only ones facing the Company. Additional risks and uncertainties of
      which the Company is unaware or which it currently believes are immaterial
      could
      also materially adversely affect its business, financial condition or results
      of
      operations. In any case, the value of the Securities could decline, and you
      could lose all or part of your investment.

     

    Purchasers
      will experience immediate and substantial dilution.

     

    Purchasers
      of the Securities will incur immediate and substantial dilution of the net
      tangible book value of their purchased Securities. Subscribers may also
      experience additional dilution as a result of the exercise of outstanding stock
      options and warrants, or the issuance by the Company of any additional equity
      securities.

     

    The
      Securities to be issued in the Offering are restricted
      securities.

     

    The
      offer
      and sale of the Securities has not been registered under the Securities Act
      or
      the securities laws of any state. Accordingly, the Securities may not be sold
      or
      otherwise transferred unless such sale or transfer is exempt from registration
      under the Securities Act of 1933. Investors may be required to hold the
      Securities for an indefinite period of time. All investors who purchase the
      Securities are required to make representations that it will not sell, transfer,
      pledge or otherwise dispose of any of the Securities in the absence of an
      effective registration statement covering such transaction under the Securities
      Act and applicable state securities laws, or the receipt by the Company of
      an
      opinion of counsel to the effect that registration is not required.

     

    Sales
      of a substantial number of shares of our common stock in the public market,
      including the shares offered under registration statements, could lower our
      stock price and impair our ability to raise funds in new stock
      offerings.

     

    Future
      sales of a substantial number of shares of our common stock in the public
      market, including the shares to be offered under registration statements and
      shares available for resale under Rule 144 under the Securities Act, or the
      perception that such sales could occur, could adversely affect the prevailing
      market price of our common stock and could make it more difficult for us to
      raise additional capital through the sale of equity securities.

     

    In
      the time that our common stock has traded, our stock price has experienced
      price
      fluctuations.

     

    There
      can
      be no assurance that the market price for our common stock will remain at its
      current level and a decrease in the market price could result in substantial
      losses for investors. The market price of our common stock may be significantly
      affected by one or more of the following factors:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              ·

            	
              announcements
                or press releases relating to the bio-pharmaceutical sector or to
                our own
                business or prospects;

            


    

     

    
      	 	
              ·

            	
              regulatory,
                legislative, or other developments affecting us or the healthcare
                industry
                generally;

            


    

     

    
      	 	
              ·

            	
              the
                dilutive effect of conversion of our Series D or Series C preferred
                stock
                into common stock at conversion rates or the exercise of options
                and
                warrants at below-current-market
                prices;

            


    

     

    
      	 	
              ·

            	
              sales
                by those financing our company through convertible securities and
                warrants
                of the underlying common stock, when it is registered with the SEC
                and may
                be sold into the public market, immediately upon conversion or exercise;
                and

            


    

     

    
      	 	
              ·

            	
              market
                conditions specific to biopharmaceutical companies, the healthcare
                industry and the stock market
                generally.

            


    

     

    There
      may be a limited public market for our securities; we may fail to qualify for
      listing on certain national securities exchanges. 

     

    Our
      stock
      trades on the NASD’s electronic bulletin board in the over-the-counter. As a
      result, our common stock may be less attractive for margin loans, for investment
      by financial institutions, as consideration in future capital raising
      transactions or other purposes. 

     

    Trading
      of our common stock may be subject to penny-stock rules under the Securities
      Exchange Act of 1934. Unless exempt, for any transaction involving a
      penny-stock, the regulations require broker-dealers making a market in our
      common stock to provide risk disclosure to their customers including regarding
      the risks associated with our common stock, the suitability for the customer
      of
      an investment in our common stock, the duties of the broker-dealer to the
      customer, information regarding prices for our common stock and any compensation
      the broker-dealer would receive. The application of these rules may result
      in
      fewer market makers in our common stock. Our common stock is presently subject
      to the rules on penny-stocks, and the liquidity of our common stock could be
      materially adversely affected so long as we remain subject to such
      rule.

     

    Our
      common stock could be further diluted as the result of the issuance of
      additional shares of common stock, convertible securities, warrants or
      options.

     

    In
      the
      past, we have issued common stock, convertible securities, such as convertible
      preferred stock, and warrants in order to raise money. We have also issued
      options and warrants as compensation for services and incentive compensation
      for
      our employees and directors. We have shares of common stock reserved for
      issuance upon the conversion and exercise of these securities and may increase
      the shares reserved for these purposes in the future. Our issuance of additional
      common stock, convertible securities, options and warrants could affect the
      rights of our stockholders, and could reduce the market price of our common
      stock.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      C 

     

    Capitalization
      

     

    At
      the
      date hereof authorized capital stock of the Company consists of 150,000,000
      shares of $.00001 par value common stock and 7,000 shares of preferred stock.
      

    


    At
      the
      date hereof there are 39,360,272 shares of common stock outstanding and 685.5
      shares of preferred stock outstanding. 

    


    At
      the
      date hereof, the following table sets forth the shares of common stock
      outstanding, including those that will become outstanding upon Closing, the
      shares of common stock that may become issuable pursuant to the Company’s stock
      plans, exercise of warrants or conversion of preferred stock. 

     

    
      	
              Pro Forma for $3m Common Issuance

            	 
	 	 	
              Common stock

            	 	
              Exer./Conv.

            	 	 	 	
              Warrant

            	 
	 	 	
              equival.

            	 	
              Price

            	 	
              Total cash

            	 	
              Expiration

            	 
	 	 	 	 	 	 	 	 	 	 
	
              Cash,
                cash equivalents1

            	 	 	 	 	 	 	 	$	5,524,114	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Common
                stock outstanding

            	 	 	
              39,360
                ,272

            	 	 	 	 	 	 	 	 	 	 
	
              New
                Investment2

            	 	 	
              4,615,384

            	 	 	 	 	
              $

            	
              3,000,000

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Preferred
                stock

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Series
                C

            	 	 	
              5,021,537

            	 	
              $

            	
              0.65

            	 	 	 	 	 	 	 
	
              Series
                D (includes exchanged B)

            	 	 	
              31,807,655

            	 	
              $

            	
              0.65

            	 	 	 	 	 	 	 
	
              Warrants

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Series
                D

            	 	 	
              12,765,381

            	 	
              $

            	
              0.65

            	 	
              $

            	
              8,297,498

            	 	 	
              callable > $2.50

            	 
	
              2005
                PIPE Placement Agent

            	 	 	
              1,046,143

            	 	
              $

            	
              0.65

            	 	
              $

            	
              679,993

            	 	 	
              August
                2010

            	 
	
              Series
                C

            	 	 	
              969,696

            	 	
              $

            	
              0.65

            	 	
              $

            	
              630,302

            	 	 	
              October
                2010

            	 
	
              2006
                PIPE3

            	 	 	
              11,249,909

            	 	
              $

            	
              2.01

            	 	
              $

            	
              22,612,317

            	 	 	
              March
                2011

            	 
	
              2005
                Bridge Financing (Pre-IPO)

            	 	 	
              720,000

            	 	
              $

            	
              0.625

            	 	 	
              cashless

            	 	 	
              April
                2010

            	 
	
              Series
                C

            	 	 	
              1,333,333

            	 	
              $

            	
              1.25

            	 	 	
              cashless

            	 	 	
              May
                2012

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Stock
                options outstanding4

            	 	 	
              5,182,651

            	 	
              $

            	
              0.6685

            	 	
              $

            	
              3,464,395

            	 	 	 	 
	 
              	 	 	 	 	 	 	 	
              $

            	
              44,208,619

            	 	 	  	 
	
              Fully
                diluted shares

            	 	 	
              114,071,961

            	 	 	 	 	 	 	 	 	 	 


    

    

      1 Represents
        cash balance at 6/30/08.

      2Assumes
        a
        $3m investment at $0.65 per share.

      3Includes
        294,442 warrants that become issuable following the Offering, resulting in
        a
        reduction in exercise price to $2.01 from $2.06.

      4An
        additional 2,345,000 options are issuable under the 2006 Option
        Plan.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    Form
      of Legal Opinion

     

    The
      opinion will contain the usual and customary precatory language and exceptions
      and will be to the effect that:

     

    1. The
      Company is a corporation validly existing and in good standing under the laws
      of
      the State of Delaware and has the requisite corporate power to own its property
      and assets, to conduct its business as it is currently being conducted and
      to
      enter into and perform its obligations under the Agreement. The Company is
      qualified as a foreign corporation to do business and is in good standing in
      the
      Commonwealth of Massachusetts.

     

    2. The
      execution, delivery and performance by the Company of the Agreement and the
      issuance of the Common Stock have been duly authorized by all requisite
      corporate action on the part of the Company and do not require any further
      approval of its directors or stockholders. 

     

    3. The
      Agreement has been duly executed and delivered by the Company and constitutes
      a
      valid and binding obligation of the Company, enforceable against the Company
      in
      accordance with its terms.

     

    4. The
      execution and delivery by the Company of the Agreement and the issuance of
      the
      Common Stock will not violate or contravene or be in conflict with (a) any
      provision of the Company’s Certificate of Incorporation or By-laws; (b) any
      provision of the Delaware General Corporation Law or any provision of any
      federal or Massachusetts law, rule or regulation applicable to the Company
      in
      transactions of the nature contemplated by the Agreement; (c) any agreement,
      indenture or other written agreement to which the Company is a party which
      has
      been identified as a material agreement in the officer’s certificate attached
      hereto. 

     

    5. No
      further consents, approvals, authorizations, registrations, declarations or
      filings are required to be obtained or made by the Company from or with any
      federal or Massachusetts governmental authority or pursuant to the Delaware
      General Corporation Law or from any other Person under any material agreement
      in
      order for it to execute and deliver the Agreement, to issue the Common Stock
      and
      to perform its other obligations under the Agreement, other than those consents,
      approvals, authorizations, registrations, declarations or filings that have
      already been obtained and remain in full force and effect and except for the
      filing of a Form D (the “Form D”) with the Securities and Exchange
      Commission pursuant to Regulation D under the Securities Act of 1933, as
      amended (the “Securities Act”) and with any requisite state
      jurisdictions.

     

    6. The
      shares of Common Stock have been duly authorized and are validly issued,
      outstanding, fully paid and nonassessable. 

     

    7. Assuming
      the accuracy of the representations and warranties of the Purchasers set forth
      in Section B of the Agreement, the offer, issuance and sale to the Purchasers
      of
      the Common Stock pursuant to the Agreement, are exempt from the registration
      requirements of the Securities Act of 1933.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B 

     

    Novelos
      Therapeutics, Inc.

    Confidential
      Purchaser Questionnaire

     

    Before
      any sale of Securities by Novelos Therapeutics, Inc. can be made to you, this
      Questionnaire must be completed and returned to Novelos Therapeutics, One
      Gateway Center, Suite 504, Newton, MA 02458; Attention: Joanne
      Protano.

     

    
      	
              1.

            	
              IF
                YOU ARE AN INDIVIDUAL PLEASE FILL IN THE IDENTIFICATION QUESTIONS
                IN (A)
                IF YOU ARE AN ENTITY PLEASE FILL IN THE IDENTIFICATION QUESTIONS
                IN
                (B)

            


    

     

    
      	
            	A.	
              INDIVIDUAL
                IDENTIFICATION QUESTIONS

            


    

     

    Name

    (Exact
      name as it should appear on stock certificate)

    


    Residence
      Address

    


    Home
      Telephone Number

    


    Fax
      Number

    


    Date of Birth


     

    Social Security Number

     

    
      	
            	B.	
              IDENTIFICATION
                QUESTIONS FOR ENTITIES 

            


    

     

    Name
      (Exact name as it will appear on stock certificate)

    


    Address
      of Principal Place of Business

    


    State
      (or
      Country) of Formation or Incorporation

    


    Contact
      Person

    


    Telephone
      Number ( 
       )

    


    Type
      of
      Entity

     
      (corporation, partnership, trust, etc.)

    


    Was
      entity formed for the purpose of this investment?    
 Yes:
       ̈
       No:
       ̈

    


    
      	2.	
              DESCRIPTION
                OF INVESTOR 

            


    

     

    The
      following information is required to ascertain whether you would be deemed
      an
“accredited investor” as defined in Rule 501 of Regulation D under the
      Securities Act. Please check whether you are any of the following:

     

    
      	 	
               ̈

            	
              a
                corporation or partnership with total assets in excess of $5,000,000,
                not
                organized for the purpose of this particular
                investment

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
               ̈

            	
              private
                business development company as defined in Section 202(a)(22) of
                the
                Investment Advisers Act of 1940, a U.S. venture capital fund which
                invests
                primarily through private placements in non-publicly traded securities
                and
                makes available (either directly or through co-investors) to the
                portfolio
                companies significant guidance concerning management, operations
                or
                business objectives

            


    

     

    
      	 	
               ̈

            	
              a
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958

            


    

     

    
      	 	
               ̈

            	
              an
                investment company registered under the Investment Company Act of
                1940 or
                a business development company as defined in Section 2(a)(48) of
                that
                Act

            


    

     

    
      	 	
               ̈

            	
              a
                trust not organized to make this particular investment, with total
                assets
                in excess of $5,000,000 whose purchase is directed by a sophisticated
                person as described in Rule 506(b)(2)(ii) of the Securities Act of
                1933 and who completed item 4 below of this
                questionnaire

            


    

     

    
      	 	
               ̈

            	
              a
                bank as defined in Section 3(a)(2) or a savings and loan association
                or other institution defined in Section 3(a)(5)(A) of the Securities
                Act of 1933 acting in either an individual or fiduciary
                capacity

            


    

     

    
      	 	
               ̈

            	
              an
                insurance company as defined in Section 2(13) of the Securities Act
                of 1933

            


    

     

    
      	 	
               ̈

            	
              an
                employee benefit plan within the meaning of Title I of the Employee
                Retirement Income Security Act of 1974 (i) whose investment decision
                is made by a fiduciary which is either a bank, savings and loan
                association, insurance company, or registered investment advisor,
                or
                (ii) whose total assets exceed $5,000,000, or (iii) if a
                self-directed plan, whose investment decisions are made solely by
                a person
                who is an accredited investor and who completed Part I of this
                questionnaire;

            


    

     

    
      	 	
               ̈

            	
              a
                charitable, religious, educational or other organization described
                in
                Section 501(c)(3) of the Internal Revenue Code, not formed for the
                purpose of this investment, with total assets in excess of
                $5,000,000

            


    

     

    
      	 	
               ̈

            	
              an
                entity not located in the U.S. none of whose equity owners are U.S.
                citizens or U.S. residents

            


    

     

    
      	 	
               ̈

            	
              a
                broker or dealer registered under Section 15 of the Securities
                Exchange Act of 1934

            


    

     

    
      	 	
               ̈

            	
              a
                plan having assets exceeding $5,000,000 established and maintained
                by a
                government agency for its employees

            


    

     

    
      	 	
               ̈

            	
              an
                individual who had individual income from all sources during each
                of the
                last two years in excess of $200,000 or
                the joint income of you and your spouse (if married) from all sources
                during each of such years in excess of $300,000 and who reasonably
                excepts
                that either
                your own income from all sources during the current year will exceed
                $200,000 or
                the joint income of you and your spouse (if married) from all sources
                during the current year will exceed
                $300,000

            


    

     

    
      	 	
               ̈

            	
              an
                individual whose net worth as of the date you purchase the securities
                offered, together with the net worth of your spouse, be in excess
                of
                $1,000,000

            


    

     

    
      	 	
               ̈

            	
              an
                entity in which all of the equity owners are accredited
                investors

            


    

     

    
      	3.	
              BUSINESS,
                INVESTMENT AND EDUCATIONAL EXPERIENCE
                

            


    

     

    Occupation

    


    Number of Years

    


    Present Employer

    


    Position/Title

    


    Educational
      Background

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Frequency
      of prior investment (check one in each column):

     

    
      	  	 	
              Stocks & Bonds

            	 	
              Venture Capital Investments

            	 
	
              Frequently

            	 	 	 	 	 
	
              Occasionally

            	 	 	 	 	 
	
              Never

            	
                

            	 	
                

            	 	
                

            


    

     

    
      	4.	
              SIGNATURE

            


    

     

    The
      above
      information is true and correct. The undersigned recognizes that the Company
      and
      its counsel are relying on the truth and accuracy of such information in
      reliance on the exemption contained in Subsection 4(2) of the Securities
      Act of 1933, as amended, and Regulation D promulgated thereunder. The
      undersigned agrees to notify the Company promptly of any changes in the
      foregoing information which may occur prior to the investment.

     

    Executed at ___________________, on ____________,
      2008

     

    
      
        	 
	(Signature)