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                                  EXHIBIT 4.17

                         PEREGRINE PHARMACEUTICALS, INC.
                      2002 NON-QUALIFIED STOCK OPTION PLAN

1. PURPOSE. The Plan is intended to provide incentives to key employees,
officers, directors, consultants and others expected to provide significant
services to the Company, to encourage proprietary interest in the Company, to
encourage such key employees to remain in the employ of the Company, to attract
new employees with outstanding qualifications, and to afford additional
incentives to others to increase their efforts in providing significant services
to the Company.

2. DEFINITIONS.

         "Act" shall mean the Securities Act of 1933, as amended.

         "Agreement" shall mean the agreement entered into between the Company
and the recipient of a Grant pursuant to Section 7.1(a) hereof.

         "Board" shall mean the Board of Directors of the Company.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Common Stock" shall mean the common stock, $0.001 par value per share,
of the Company.

         "Company" shall mean Peregrine Pharmaceuticals, Inc., a Delaware
corporation.

         "Disability" shall mean the condition of an Employee or member of the
Board who is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months.

         "Effective Date" shall mean June 27, 2002, the date of the adoption of
this Plan by the Board.

         "Eligible Persons" shall mean officers, directors and employees of the
Company and other persons who have provided or are expected to provide
significant services to the Company. For purposes of this Plan, a director,
consultant, vendor, or other provider of significant services to the Company
shall be deemed to be an Eligible Person, and will be eligible to receive
Non-statutory Stock Options only after finding the value of the services
rendered or to be rendered to the Company is at least equal to the value of the
Grants being awarded.

         "Employee" shall mean an individual, including an officer of the
Company, who is employed (within the meaning of Code Section 3401 and the
regulations thereunder) by the Company.

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         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Exercise Price" shall mean the price per Share of Common Stock,
determined by the Board, at which an Option may be exercised.

         "Fair Market Value" shall mean the value of one (1) Share of Common
Stock, determined as follows:

                  (a) If the Shares are traded on an exchange, the price at
         which Shares traded at the close of business on the date of valuation;

                  (b) If the Shares are traded over-the-counter on the NASDAQ
         System, the closing price if one is available, or the mean between the
         bid and asked prices on said System at the close of business on the
         date of valuation; or

                  (c) If neither (a) nor (b) applies, the fair market value as
         determined by the Board in good faith. Such determination shall be
         conclusive and binding on all persons.

         "Grant" shall mean the issuance of Non-statutory Stock Option to an
Eligible Person.

         "Non-statutory Stock Option" shall mean an Option that is not an
incentive stock option as described in Section 422(b) of the Code.

         "Option" shall mean any option to purchase a share of Common Stock
granted pursuant to the Plan.

         "Optionee" shall mean any Eligible Person who has received an Option.

         "Plan" shall mean the Peregrine Pharmaceuticals, Inc. 2002
Non-Qualified Stock Option Plan.

         "Purchase Price" shall mean the Exercise Price times the number of
Shares with respect to which an Option is exercised.

         "Share" shall mean one (1) share of Common Stock, adjusted in
accordance with Section 10 of the Plan (if applicable).

         "Subsidiary" shall mean any corporation, partnership, or other entity
of which at least fifty percent (50%) of the economic interest in the equity is
owned by the Company or by another Subsidiary.

         "Termination of Employment" shall mean the time when the
employee-employer relationship or directorship between the Optionee and the
Company is terminated for any reason, with or without cause, including, but not
limited to, any termination by resignation, discharge, death or retirement;
provided, however, Termination of Employment shall not include a termination


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where there is a simultaneous reemployment of the Optionee by the Company. The
Board in its absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Employment, including, but not limited to,
the question of whether any Termination of Employment was for cause and all
questions of whether particular leaves of absence constitute Terminations of
Employment.

         "Treasury Regulations" are the regulations codified in Title 26 of the
Code of Federal Regulations and promulgated by the U.S. Treasury Department to
interpret the Code.

3. EFFECTIVE DATE. This Plan became effective as of June 27, 2002, the date that
the Plan was adopted by the Board.

4. ADMINISTRATION.

         4.1 COMMITTEE. The Plan shall be administered by the Board or by a
committee (the "Committee") that shall consist of two (2) or more members of the
Board, each of whom shall qualify as a Non-Employee Director within the meaning
of Rule 16b-3 under the Exchange Act and as an Outside Director within meaning
of Treasury Regulation section 1.162-27. The interpretation, construction,
performance and enforcement of this Plan shall lie within the sole discretion of
the Board or the Committee, and the determinations of the Board or the Committee
shall be conclusive and binding on all interested persons. References to the
Board in this Plan shall include the Committee if a Committee is then duly
appointed.

         4.2 MEETINGS. The Board shall hold meetings at such times and places as
it may determine. Acts of a majority of the Board, or acts approved in writing
by a majority of the members of the Board, shall be the valid acts of the Board.

         4.3 GRANTS. The Board shall from time to time at its discretion select
the Eligible Persons who are to be issued Grants and determine the number Shares
to be optioned. The Board shall determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Grants awarded hereunder
including, but not limited to, any performance goals and periods applicable to
the award of Grants. The interpretation and construction by the Board of any
provision of the Plan or of any Option granted thereunder shall be final. No
member of the Board shall be liable for any action or determination made in good
faith with respect to the Plan or any Grant hereunder.

         4.4 INTERESTED COMMITTEE MEMBER. Grants to be made to a Non-Employee
Director who is a member of the Board or the Committee, whichever body is
considering making such a Grant, are subject to approval by the Board or
Committee, as the case may be, without the participation or vote of the proposed
recipient Non-Employee Director.

         4.5 GOVERNING LAW. This Plan has been, and the applicable Agreement
shall be made, executed and delivered in, and the interpretation, performance
and enforcement hereof or thereof shall be governed by and construed under the
laws of the State of California.

5. PARTICIPATION. Only Eligible Persons shall be eligible to receive Grants
under the Plan.

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6. STOCK.

         6.1 BASIC LIMITATION. The stock subject to Options granted under the
Plan shall be authorized but unissued shares or treasury shares. The aggregate
number of Shares that may be issued upon exercise of Options under the Plan
shall not exceed (a) 3,000,000 plus (b) the additional Shares described in
Section 6.2 . The limitations of this Section 6.1 shall be subject to adjustment
pursuant to Section 10.

         6.2 ADDITIONAL SHARES. If an Option is forfeited or terminated for any
reason, then the corresponding Shares of Common Stock allocable to the
unexercised portion of such Option shall again become available for the grant of
Options under the Plan.

7. TERMS AND CONDITIONS OF OPTIONS.

         7.1 WRITTEN AGREEMENTS.

                  (a) AGREEMENTS. Grants shall be evidenced by written
Agreements in such form as the Board shall from time to time determine. Such
Agreements shall comply with and be subject to the terms and conditions set
forth below.

                  (b) NUMBER OF SHARES. The Agreement affecting each Grant made
to a recipient shall state the number of Shares to which it pertains and shall
provide for the adjustment thereof in accordance with the provisions of Section
10 hereof.

                  (c) EXERCISE PRICE. Each Option shall state the Exercise
Price, which shall not be less than the Fair Market Value on the date of Grant.

         7.2 GRANTS. Subject to the terms and conditions of the Plan and
consistent with the Company's intention for the Committee or the Board, as the
case may be, to exercise the greatest permissible flexibility under Rule 16b-3
in awarding Grants, the Board shall have the power:

                  (a) To determine from time to time the Grants to be granted to
Eligible Persons under the Plan and to prescribe the terms and provisions (which
need not be identical) of Grants granted under the Plan to such persons;

                  (b) To construe and interpret the Plan and Grants thereunder
and to establish, amend, and revoke rules and regulations for administration of
the Plan. In this connection, the Board may correct any defect or supply any
omission, or reconcile any inconsistency in the Plan, in any Agreement, or in
any related agreements, in the manner and to the extent it shall deem necessary
or expedient to make the Plan fully effective. All decisions and determinations
by the Board in the exercise of this power shall be final and binding upon the
Company and the Optionees and grantees;

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                  (c) To amend any outstanding Grant, subject to Section 12
hereof, and to accelerate or extend the vesting or exercisability of any Grant
and to waive conditions or restrictions on any Grants, to the extent it shall
deem appropriate; and

                  (d) Generally, to exercise such powers and to perform such
acts as are deemed necessary or expedient to promote the best interests of the
Company with respect to the Plan.

         7.3 MEDIUM AND TIME OF PAYMENT. The Purchase Price for each Option
granted to a recipient shall be payable in full in United States dollars upon
the exercise of the Option. In the event the Company determines that it is
required to withhold taxes as a result of the exercise of an Option, as a
condition to the exercise thereof, an Employee may be required to make
arrangements satisfactory to the Company to enable it to satisfy such
withholding requirements in accordance with Section 15 hereof. If the applicable
Agreement so provides, the Purchase Price may be paid in one or a combination of
the following:

                  (a) By cash or check;

                  (b) By cancellation of indebtedness owed by the Company to the
Optionee;

                  (c) By a loan or extension of credit from the Company
evidenced by a full recourse promissory note executed by the Optionee. The Board
shall determine the interest rate and other terms and conditions of such note.
The Board may require that the Optionee pledge his or her Shares to the Company
for the purpose of securing the payment of such note. In no event shall the
stock certificate(s) representing such Shares be released to the Optionee until
such note shall have been paid in full.

         7.4 TERM AND NON-TRANSFERABILITY OF GRANTS AND OPTIONS.

                  (a) Each Grant shall state the time or times at which all or
part thereof becomes exercisable, subject to the following restrictions.

                  (b) No Grant shall be exercisable except by the recipient.

                  (c) No Option shall be assignable or transferable, except (i)
pursuant to a qualified domestic relations order as defined in Code Section
414(p), (ii) in the event of the Optionee's death, by will or the laws of
descent and distribution, or (iii) to a grantor trust of which the Optionee is
the trustor, trustee and beneficiary.

                  (d) No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

         7.5 TERMINATION OF EMPLOYMENT, EXCEPT BY DEATH OR DISABILITY. Upon any
Termination of Employment for any reason other than his or her death or
Disability, a recipient of a Grant shall have the right, subject to the
restrictions of Section 7.2 above, to exercise his or her Grant at any time
within 90 days after date of Termination of Employment, but only to the extent
that, at the date of Termination of Employment, the recipient's right to
exercise such Grant had accrued pursuant to the terms of the applicable
Agreement and had not previously been exercised; PROVIDED, HOWEVER, that if the


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recipient was terminated as an Employee or removed as a member of the Board for
cause (as defined in the applicable Agreement or as determined by the Board) any
Grant not exercised in full prior to such termination shall be canceled. For
this purpose, the employment relationship shall be treated as continuing intact
while the recipient is on military leave, sick leave or other bona fide leave of
absence (to be determined in the sole discretion of the Board). The foregoing
notwithstanding, employment shall not be deemed to continue beyond the ninetieth
(90th) day after the Optionee's reemployment rights are guaranteed by statute or
by contract.

         7.6 DEATH OF RECIPIENT. If the recipient of a Grant dies while an
Eligible Person or within three (3) months after any Termination of Employment
other than for cause, and has not fully exercised the Grant, then the Grant may
be exercised in full, subject to the restrictions of Section 7.2 above, at any
time within twelve (12) months after the recipient's death, by the executors or
administrators of his or her estate or by any person or persons who have
acquired the Grant directly from the recipient by bequest or inheritance, but
only to the extent that, at the date of death, the recipient's right to exercise
such Grant had accrued and had not been forfeited pursuant to the terms of the
applicable Agreement and had not previously been exercised.

         7.7 DISABILITY OF GRANT RECIPIENT. Upon Termination of Employment for
reason of Disability, such Grant recipient shall have the right, subject to the
restrictions of Section 7.2 above, to exercise the Grant at any time within
twelve (12) months after Termination of Employment, but only to the extent that,
at the date of Termination of Employment, the Grant recipient's right to
exercise such Grant had accrued pursuant to the terms of the applicable
Agreement and had not previously been exercised.

         7.8 RIGHTS AS A SHAREHOLDER. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by his or her Grant until, in the case of an Optionee, the date of the
issuance of a stock certificate for such Shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section 10
hereof.

         7.9 MODIFICATION, EXTENSION AND RENEWAL OF OPTION. Within the
limitations of the Plan, subject to Section 4.4 hereof, the Board may modify,
extend or renew outstanding Options or accept the cancellation of outstanding
Options (to the extent not previously exercised) for the granting of new Options
in substitution therefore. The Board may not modify, extend or renew any Option
unless such modification, extension or renewal shall satisfy the requirements of
Rule 16b-3. The foregoing notwithstanding, no modification of an Option shall,
without the consent of the Optionee, alter or impair any rights or obligations
under any Option previously granted.

         7.10 OTHER PROVISIONS. The Agreements authorized under the Plan may
contain such other provisions not inconsistent with the terms of the Plan
(including, without limitation, restrictions upon the exercise of the Option),
or Rule 16b-3, as the Board shall deem advisable. The Board may at any time
offer to purchase in cash or cash equivalents a previously granted Option.

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8. EXERCISE OF OPTIONS.

         8.1 Upon exercise of all or any part of the Option the number of shares
of Common Stock shall be reduced by the number of shares with respect to which
such exercise is made.

         8.2 Any exercisable portion of an Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable hereunder;
provided, however, that each partial exercise shall be for whole shares only.

         8.3 Each exercise of an Option shall be by means of a written notice of
exercise in substantially the form attached to the Agreement delivered to the
Secretary of the Company at its principal office and accompanied by payment in
full of the Purchase Price for each share of Common Stock purchased under the
Option. Such notice shall specify the number of shares of Common Stock with
respect to which the Option is exercised and shall be signed by the person
exercising the Option. If a person other than the Optionee exercises the Option,
such notice shall be accompanied by proof, reasonably satisfactory to the
Company, of such person's right to exercise the Option.

         8.4 The Purchase Price shall be paid in full upon the exercise of the
Option (i) by cash or check, in United States dollars; by the surrender of goods
or services, having a Fair Market Value on the date of exercise equal to the
Purchase Price, including shares that would be deliverable upon exercise of the
Option (a "cashless exercise"), or in any combination thereof, as long as the
sum of the cash so paid and the Fair Market Value of goods or services so
surrendered equal the Purchase Price; (ii) by cancellation of indebtedness owed
by the Company to the Optionee; or (iii) by any combination of the foregoing.
The Board may, but is not obligated to, accept a secured recourse promissory
note of Optionee (bearing such rate of interest and such other terms as the
Board may reasonably determine) as payment of the exercise price; PROVIDED,
HOWEVER, no stock certificate representing the shares shall be released until
the note shall have been paid in full.

         8.5 If the Board so permits, in its sole and complete discretion, an
Optionee may elect to effectuate a cashless exercise by delivering to the
Company a written notice of its exercise, stating the number of Options to be
exercised and that the Purchase Price shall be paid by canceling Options
representing the right to purchase a number of shares of Common Stock having a
value equal to such Purchase Price. The value of such canceled Options shall be
the Fair Market Value of the Common Stock on the date such notice is first sent
or given less the Purchase Price therefore.

         8.6 Subject to the foregoing conditions, the Company, as soon as
reasonably practicable after receipt of a proper notice of exercise and without
transfer or issue tax or other incidental expense to the person exercising the
Option, shall deliver to such person at the principal office of the Company, or
such other location as may be acceptable to the Company and such person, one or
more certificates for the shares of Common Stock with respect to which the
Option has been exercised. Such shares shall be fully paid and non-assessable
and shall be issued in the name of such person.

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9. TERM OF PLAN. Options may be granted pursuant to the Plan until the
expiration of ten (10) years from the effective date of the Plan.

10. RECAPITALIZATIONS AND CHANGES IN CONTROL.

         10.1 Subject to any required action by shareholders, and provided that
all requirements of Rule 16b-3 are satisfied (if then applicable to the Company
and the Plan), the number of Shares covered by the Plan as provided in Section 6
hereof, and the number of Shares covered by each outstanding Option and the
Exercise Price thereof shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a subdivision or
consolidation of Shares or the payment of a stock dividend (but only of Common
Stock) or any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company.

         10.2 Subject to any required action by shareholders, if the Company is
the surviving corporation in any merger or consolidation, each outstanding
Option shall pertain and apply to the securities to which a holder of the number
of Shares subject to the Option would have been entitled. In the event of a
merger or consolidation in which the Company is not the surviving corporation,
the date of exercisability of each outstanding Grant shall be accelerated to a
date prior to such merger or consolidation.

         10.3 To the extent that the adjustments in this Section 10 relate to
securities of the Company, such adjustments shall be made by the Board whose
determination shall be conclusive and binding on all persons.

         10.4 Except as expressly provided in this Section 10, the recipient of
the Grant shall have no rights by reason of subdivision or consolidation of
shares of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger or consolidation or spin-off of assets
or stock of another corporation, and any issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or Exercise Price of Shares subject to an Option.

         10.5 Grants made pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business assets.

         10.6 Upon the occurrence of a Change of Control as defined in this
Section 10, and subject to the limitation set forth in Section 10.2 hereof:

                  (a) Each outstanding Option shall automatically become fully
exercisable.

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                  (b) All Grants under the Plan shall be deemed fully vested.

         10.7 "Change of Control" shall mean the occurrence of any one of the
following events:

                  (a) Any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, any of its Affiliates or any
trustee, fiduciary or other person or entity holding securities under any
employee benefit plan or trust of the Company or any of its Affiliates) together
with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2
under the Exchange Act) of such person, shall become the "beneficial owner" (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing twenty percent (20%) or
more of either (i) the combined voting power of the Company's then outstanding
securities having the right to vote in an election of the Board ("voting
securities") or (ii) the then outstanding Shares (in either such case other than
as a result of an acquisition of securities directly from the Company); or

                  (b) When, during any period of 24 consecutive months during
the existence of the Plan, the individuals who, at the beginning of such period,
constitute the Board (the "Incumbent Directors") cease or any reason other than
death to constitute at least a majority thereof, provided, however, that a
director who was not a director at the beginning of such 24-month period shall
be deemed to have satisfied such 24-month period) or by prior operation of this
Section 10.7(b); or

                  (c) The shareholders of the Company shall approve (i) any
consolidation or merger of the Company or any Subsidiary where the shareholders
of the Company, immediately prior to the consolidation or merger, would not
immediately after the consolidation or merger, beneficially own (as such term is
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares
representing in the aggregate eighty percent (80%) or more of the voting
securities of the corporation issuing cash or securities in the consolidation or
merger (or of its ultimate parent corporation, if any), (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of transactions
contemplated or arranged by any party as a single plan) of all or substantially
all of the assets of the Company or (iii) any plan or proposal for the
liquidation or dissolution of the Company.

                  (d) Notwithstanding the foregoing, a "Change of Control" shall
not be deemed to have occurred for purposes of the foregoing clause (i) solely
as the result of an acquisition of securities by the Company which, by reducing
the number of Shares or other voting securities outstanding, increases (i) the
proportionate number of Shares beneficially owned by any person to twenty
percent (20%) or more of the Shares then outstanding or (ii) the proportionate
voting power represented by the voting securities beneficially owned by any
person to twenty percent (20%) or more of the combined voting power of all then
outstanding voting securities; provided, however, that if any person referred to
in clause (i) or (ii) of this sentence shall thereafter become the beneficial
owner of any additional Shares or other voting securities (other than pursuant
to a stock split, stock dividend, or similar transaction), then a "Change of
Control" shall be deemed to have occurred for purposes of this Section 10.7.

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11. SECURITIES LAW REQUIREMENTS.

         11.1 LEGALITY OF ISSUANCE. The issuance of any Shares upon the exercise
of any Option and the grant of any Option shall be contingent upon the
following:

                  (a) The Company and the Optionee shall have taken all actions
required to register the Shares under the Act, and to qualify the Option and the
Shares under any and all applicable state securities or "blue sky" laws or
regulations, or to perfect an exemption from the respective registration and
qualification requirements thereof;

                  (b) Any applicable listing requirement of any stock exchange
on which the Common Stock is listed shall have been satisfied; and

                  (c) Any other applicable provision of state or federal law
shall have been satisfied.

         11.2 RESTRICTIONS ON TRANSFER. Regardless of whether the offer and sale
of Shares under the Plan has been registered under the Act or has been
registered or qualified under the securities laws of any state, the Company may
impose restrictions on the sale, pledge or other transfer of such Shares
(including the placement of appropriate legends on stock certificates) if, in
the judgment of the Company and its counsel, such restrictions are necessary or
desirable in order to achieve compliance with the provisions of the Act, the
securities laws of any state or any other law. In the event that the sale of
Shares under the Plan is not registered under the Act but an exemption is
available which requires an investment representation or other representation,
each Optionee shall be required to represent that such Shares are being acquired
for investment and not with a view to the sale or distribution thereof, and to
make such other representations as are deemed necessary or appropriate by the
Company and its counsel. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 11 shall be
conclusive and binding on all persons. Stock certificates evidencing Shares
acquired under the Plan pursuant to an unregistered transaction shall bear the
following restrictive legend and such other restrictive legends as are required
or deemed advisable under the provisions of any applicable law.

         "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH
         SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE
         ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR
         THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER
         TO COMPLY WITH THE ACT."

         11.3 REGISTRATION OR QUALIFICATION OF SECURITIES. The Company may, but
shall not be obligated to, register or qualify the issuance of Options and/or
the sale of Shares under the Act or any other applicable law. The Company shall
not be obligated to take any affirmative action in order to cause the issuance
of Options or the sale of Shares under the Plan to comply with any law.

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         11.4 EXCHANGE OF CERTIFICATES. If, in the opinion of the Company and
its counsel, any legend placed on a stock certificate representing shares sold
under the Plan is no longer required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but lacking such legend.

         11.5 SECURITIES LAW REQUIREMENTS. No part of the Option shall be
exercised if counsel to the Company determines that any applicable registration
requirement under the Act, or any other applicable requirement of federal or
state law has not been met.

12. AMENDMENT OF THE PLAN.

         12.1 GENERAL AUTHORITY TO AMEND. The Board may from time to time, with
respect to any Shares at the time not subject to Options, suspend or discontinue
the Plan or revise or amend it in any respect whatsoever.

         12.2 LIMITATIONS ON AMENDMENTS. No amendment, alleviation or
discontinuation of any rights under the Plan shall impair the rights of the
recipient of a Grant without such recipient's consent other than as permitted in
the applicable Agreement.

13. EFFECT OF CERTAIN TRANSACTIONS. In the case of (i) the dissolution or
liquidation of the Company, (ii) a reorganization, merger, consolidation or
other business combination in which the Company is acquired by another entity or
in which the Company is not the surviving entity, or (iii) the sale of all or
substantially all of the assets of the Company to another entity, the Plan and
the Grants issued hereunder shall terminate upon the effectiveness of any such
transaction or event, unless provision is made in connection with such
transaction for the assumption of Grants theretofore granted, or the
substitution for such Grants of new Grants, by the successor entity or parent
thereof, with appropriate adjustment as to the number and kind of shares and the
per share exercise prices, as provided in Section 10. In the event of such
termination, all outstanding Options and Grants shall be exercisable in full for
at least fifteen (15) days prior to the date of such termination whether or not
otherwise exercisable during such period.

14. APPLICATION OF FUNDS. The proceeds received by the Company from the sale of
Common Stock pursuant to the exercise of an Option will be used for general
corporate purposes.

15. TAX WITHHOLDING.

         15.1 Each recipient of a Grant shall, no later than the date as of
which the value of any Grant first become includable in the gross income of the
recipient for federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Company regarding payment of any federal, state
or local taxes of any kind that are required by law to be withheld with respect
to such income.

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         15.2 If so permitted by the Board, a recipient may elect to have such
tax withholding satisfied, in whole or in part, by (i) authorizing the Company
to withhold a number of Shares to be issued or cash to be paid pursuant to the
exercise of a Grant equal to the Fair Market Value as of the date withholding is
effected that would satisfy the withholding amount due, (ii) transferring to the
Company Shares or Grants owned by the recipient with a Fair Market Value equal
to the amount of the required withholding tax, or (iii) in the case of a
recipient who is an Employee of the Company at the time such withholding is
effected, by withholding from the recipient's cash compensation.

16. INFORMATION TO OPTIONEE. The Company hereby agrees to provide the Optionee
with the Corporation's annual financial statements upon request.

17. EXECUTION. The Company has caused this Plan to be executed in the name and
on behalf of the Company by an officer of the Company thereunto duly authorized.

                                          PEREGRINE PHARMACEUTICALS, INC.
                                          a Delaware corporation


                                          By: /S/ PAUL J. LYTLE
                                              ----------------------------------
                                          Name: PAUL J. LYTLE
                                               ---------------------------------
                                          Its:     V.P. FINANCE & ACCOUNTING
                                              ----------------------------------

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