Exhibit 10.95



EXHIBIT
10.95

PEREGRINE PHARMACEUTICALS, INC.

2003 STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

          NON-QUALIFIED STOCK
OPTION AGREEMENT (the “Agreement”) dated as of ____________,
between PEREGRINE PHARMACEUTICALS, INC., a Delaware corporation (collectively
with its direct and indirect subsidiaries, the “Company”), and
________, an employee of the Company (“Optionee” or
“Participant”).

          The Company's Board
of Directors or Option Committee (in either case, the “Committee”)
has determined that the objectives of the Peregrine Pharmaceuticals, Inc. 2003
Stock Incentive Plan (the “Plan”) will be furthered by granting to
Optionee options pursuant to the Plan.  Any capitalized terms not otherwise
defined in this Agreement shall have the meaning ascribed to them in the
Plan.

          In consideration of
the foregoing and of the mutual undertakings set forth in this Agreement, the
Company and Optionee agree as follows:

1.     Grant of
 Option.  


          
(a)     The Company hereby grants to Optionee options
(the “Options”) to purchase
     Shares of Common Stock of the Company (the
“Shares”) at a purchase price of  ___ per Share.  The Options shall
not qualify as incentive stock options as described under Section 422 of the
Internal Revenue Code.

          
(b)     For purposes of this Agreement, the term
“Cause” means the Participant’s (i) embezzlement, fraud
or any conduct related to the performance of the Participant’s duties for
the Company that constitutes a crime, (ii) unauthorized disclosure of
confidential information or breach of any confidentiality or non-disclosure
agreement with the Company or any of its Subsidiaries, (iii) willful and
habitual breach of duties, after notice to the Participant affording the
Participant a reasonable opportunity to cure, or (iv) breach or violation
of any statutory or common law duty of loyalty to the Company or the
Company’s Affiliates.

2.     Exercisability.    Subject to the
further terms of this Agreement, the Options shall vest and become exercisable
in accordance with Schedule 1 hereto.  Unless earlier terminated pursuant to the
provisions of the Plan or paragraph 5 of this Agreement, the unexercised portion
of the Options shall expire and cease to be exercisable at 5:00 pm PST ten (10)
years from the date of this Agreement.  This Agreement shall not confer upon
Optionee any right with respect to continuation of her/his employment or
consulting relationship with the Company, nor shall it interfere with or affect
in any manner the right or power of the Company, or a parent or subsidiary of
the Company, to terminate any agreement with Optionee in accordance with the
terms thereof.

3.     Method of Exercise.    The Options
or any part of them may be exercised only by the giving of written notice to the
Company in substantially the form annexed hereto as Schedule 2 hereto, or on
such other form and in such other manner as the Committee shall prescribe from
time to time.  Such written notice must be accompanied by payment of the full
purchase price for the number of Shares with respect to which the Options are
being exercised.  Such payment may be made by one or a combination of the
following methods:  (i) by a check acceptable to the Company; or (ii) by
such other method as the Committee may authorize including, in the discretion of
the Committee, the recourse promissory note of the Optionee.  The date of
exercise of the Options shall be the date on which written notice of exercise is
hand delivered to the Company and payment of the full purchase price for the
number of Shares with respect to which the Options are being exercised, during
normal business hours, at its address as provided in Section 7 of this
Agreement, or, if mailed, the date on which it is postmarked, provided such
notice is actually received.

4.     Optionee's Representations.    As a
condition to the exercise of an Option, the Company may require Optionee to make
any representation and warranty to the Company as may be required by any
applicable law or regulation.


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5.     Termination of Employment; Death.
Upon termination of Optionee’s employment with or status as a consultant
to, the Company for any reason, the Options will immediately terminate and
expire, except as provided in paragraphs (a) or (b) of this Section 5.

          
(a)     If Optionee resigns as an employee of, or
consultant to, the Company with the Company's prior written consent, or if the
Company terminates Optionee's employment by the Company without Cause (as
defined herein), the Option will be exercisable but only to the extent it was
exercisable at the time of such termination or resignation and only until the
earlier of the expiration date of the Option, determined pursuant to Section 2
of this Agreement, or the expiration of three (3) months following such
termination or resignation.

          
(b)     If Optionee dies or becomes Permanently
Disabled while employed by, or rendering services as a consultant to, the
Company or after Optionee's employment or status as a consultant to the Company
terminates but during a period in which the Option is exercisable pursuant to
paragraph (a) of this Section 5, the Option will be exercisable but only to the
extent it was exercisable at the time of death and only until the earlier of the
expiration date of the Option, determined pursuant to Section 2 of this
Agreement, or the expiration of twelve (12) months following the date of
Optionee's death.


6.     Plan Provisions to Prevail.   This
Agreement is subject to all of the terms and provisions of the Plan.  Without
limiting the generality of the foregoing, by entering into this Agreement Optionee agrees that no member of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any award
thereunder or this Agreement.  In the event that there is any inconsistency
between the provisions of this Agreement and of the Plan, the provisions of the
Plan shall govern.

7.     Notices.   Any notice to be given
to the Company hereunder shall be in writing and shall be addressed to Paul
Lytle, Corporate Secretary, or at such other address as the Company may
hereafter designate to Optionee by notice as provided in this Section 7. Any
notice to be given to Optionee hereunder shall be addressed to Optionee at the
address set forth beneath her/his signature hereto, or at such other address as
Optionee may hereafter designate to the Company by notice as provided herein.  A
notice shall be deemed to have been duly given when personally delivered or
mailed by registered or certified mail to the party entitled to receive it.

8.     Successors and Assigns.   This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and the successors and assigns of the Company and to the extent consistent with
Section 5 of this Agreement and with the Plan, the heirs and personal
representatives of Optionee.

9.     Governing Law.   This Agreement
shall be interpreted, construed and administered in accordance with the laws of
the State of California as they apply to contracts made, delivered and performed
in the State of California.  Any dispute arising hereunder shall be resolved by
binding arbitration before the American Arbitration Association under its
Commercial Arbitration Rules, before a single arbitrator in Orange County,
California.  The parties will mutually determine the arbitrator from a list of
arbitrators obtained from the American Arbitration Association office located in
Orange County, California.  If the parties are unable to agree on the
arbitrator, the arbitrator will be selected by the American Arbitration
Association with a preference for selecting a retired federal district judge or
state superior court judge as the arbitrator.

10.     Withholding.   Upon exercise, the Optionee hereby agrees to promptly provide the necessary tax withholding, if
applicable, in the Committee’s view, pursuant to Section 15 of the
Plan.


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          IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date and year first
written above.

 


  	
 	

PEREGRINE PHARMACEUTICALS, INC.

  
	
 	
 	
 	
 
	
 	
By:	

 

	
 
	
 	
 	
 	
 
	
 	
 	
 	
 
	
 	

OPTIONEE:


	
 	
 	
 	
 
	
 	
 	
 	
 
	
 	

Signature


	
 	
 	
 	
 
	
 	
Name:	

 

	
 
	
 	
 	
 	
 
	
 	

Social Security Number:


	
 	
 	
 	
 







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SCHEDULE 1 TO NON-QUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO PEREGRINE PHARMACEUTICALS, INC.

2003 STOCK INCENTIVE PLAN

(This Schedule 1 shall be incorporated by reference and become a part of the
Option Agreement between the Company and the Optionee.)

I.     NON-QUALIFIED STOCK OPTIONS:
Non-qualified stock options generally give rise to ordinary compensation income
for the Optionee when the option is exercised.  The Company may require the
Optionee to make arrangements for the payment of withholding taxes by the
Company if the Optionee is an employee of the Company at the time of the
exercise of the Non-qualified stock option.

Date of Grant: 

Earliest Exercise Date:

Exercise Price: 

Number of Shares:

Vesting Schedule:


  	
 	

Vesting Date

	

Options Vested


	
 	
 	
 
	
 	
 	
 
	
 	
 	
 
	
 	
 	
 




Expiration Date:

                       Governing
Law; Resolution of Disputes.  This Agreement has been made, executed and
delivered in, and the interpretation, performance and enforcement hereof shall
be governed by and construed under the laws of the State of California.  Any
dispute arising hereunder shall be resolved by binding arbitration before the
American Arbitration Association under its Commercial Arbitration Rules, before
a single arbitrator in Orange County, California The parties will mutually
determine the arbitrator from a list of arbitrators obtained from the American
Arbitration Association office located in Orange County, California.  If the
parties are unable to agree on the arbitrator, the arbitrator will be selected
by the American Arbitration Association with a preference for selecting a
retired federal district judge or state superior court judge as the
arbitrator.

                       I
have read the Peregrine Pharmaceuticals, Inc. 2003 Stock Incentive Plan, the
terms of which are incorporated herein.  As Optionee, I hereby acknowledge that
as of the date of the Options referenced above, it sets forth the entire
understanding between the undersigned Optionee and the Company and its
Affiliates regarding the Options and supersedes all prior oral and written
agreements on that subject with the exception of (i) the options and any other
stock awards previously granted and delivered to the undersigned under stock
award plans of the Company, and (ii) the following agreements only:

NONE         


               (Initial)

OTHER 
                                                                                           



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               IN WITNESS WHEREOF, this Non-Qualified
Stock Option Agreement pursuant to the Peregrine Pharmaceuticals, Inc. 2003
Stock Incentive Plan has been delivered by the parties hereto.

 

  	
 	

Date:

	
 	
 	

“Optionee”


	
 	
 	
 	
 	
 	
 
	
 	
 	
 	
 	
 	
 
	
 	
 	
 	
 	

Name

	
 	
 
	
 	
 	
 	
 	
 	
 
	
 	
 	
 	
 	
 	
 
	
 	
 	
 	
 	

Address

	
 
	
 	
 	
 	
 	
 
	
 	
 	
 	
 	
 
	
 	
 	
 	
 	
 
	
	
	
	
	
	

	
 	
 	
 	
 	

Social Security Number:

	
 






The Company hereby agrees to

all the terms of the Agreement.

Peregrine Pharmaceuticals, Inc.

By: ______________________________________

Name: 

Title: 

 

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SCHEDULE 2

PEREGRINE PHARMACEUTICALS, INC.

EXERCISE NOTICE

Peregrine Pharmaceuticals, Inc.

14272 Franklin Avenue, Suite 100

Tustin, CA 92780

 

  	
 	

1.

	

Exercise of Option.   Effective as of today,
________,  the undersigned
(“Optionee”) hereby elects to exercise Optionee's Options to
purchase ________ shares of Common Stock (the “Shares”)  of
Peregrine Pharmaceuticals, Inc.  (the “Company”) under and pursuant
to the Non-Qualified Stock Option Agreement dated as of ________, (the “Option Agreement”) between the Company and Optionee
pursuant to the Option Agreement.


	
 	
 	
 
	
 	

2.

	

Rights as Shareholder


	
 	
 	
 
	
 	
 	

(i)      Until the certificate evidencing the Shares is
issued (as evidenced by the appropriate entry on the stock ownership register of
the Company or of a duly authorized transfer agent of the Company), no right to
receive distributions or any other rights as a shareholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option.  The Company
shall issue (or cause to be issued) such certificate promptly upon exercise of
the Option.


	
 	
 	
 
	
 	
 	

(ii)      Upon issuance of the certificate, Optionee
shall enjoy rights as a shareholder of Common Stock until such time as Optionee
disposes of the Shares or the Company.


	
 	
 	
 
	
 	

3.

	

Governing Law; Severability.   This Notice shall be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflicts of law.  Should any provision of this Notice
be determined by a court of law to be illegal or unenforceable, the other
provisions shall nevertheless remain effective and shall remain enforceable.
Any dispute arising hereunder shall be resolved by binding arbitration before
the American Arbitration Association under its Commercial Arbitration Rules,
before a single arbitrator in Orange County. The parties will mutually determine
the arbitrator from a list of arbitrators obtained from the American Arbitration
Association office located in Orange County.  If the parties are unable to agree
on the arbitrator, the arbitrator will be selected by the American Arbitration
Association with a preference for selecting a retired federal district judge or
state superior court judge as the arbitrator.


	
 	
 	
 
	
 	

4.

	

Notices.   Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to such other address as such party may designate in writing from
time to time to the other party.


	
 	
 	
 
	
 	

5.

	

Further Instruments.   The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Notice.


	
 	
 	
 
	
 	

6.

	

Delivery of Payment.   Optionee herewith delivers to the Company the full
purchase price for the Shares as set forth in paragraph 1 of the Option
Agreement.


	
 	
 	
 
	
 	

7.

	

Entire Agreement.    The Option Agreement is incorporated herein by
reference.  This Notice, the Option Agreement and the Plan constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof.  In the event of a conflict or discrepancy between the terms of this
Agreement and the Peregrine Pharmaceuticals, Inc. 2003 Stock Incentive Plan (the
“Plan”), the terms of the Plan shall control.









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8.

	

Representatives of Optionee.  Optionee acknowledges that Optionee has
received, read and understood the Option Agreement and this Notice and agrees to
abide by and be bound by the terms and conditions of the Option Agreement and
this Notice.









  	
 	

Submitted by:

	
 	

Accepted by:


	
 	
 	
 	
 
	
 	
 OPTIONEE: 		
 	

PEREGRINE PHARMACEUTICALS, INC.


	
 	
 	
 	
 	
 	
 
	
 	
 	
 	
 	
 	
 
	
 	

By:

	
 	
 	

By:

	
 
	
 	
 	
 	
 	
 	
 
	
 	

Name:

	
 	
 	
 	
 
	
 	
 	
 	
 	
 
	
 	

Address:

	
 	
 	
 	
 
	
 	
 	
 	
 	
 
	
	
 	
	
	

	
 	
 	
 	
 	
 







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