Exhibit 10.96



EXHIBIT 10.96

PEREGRINE PHARMACEUTICALS, INC.

2003 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

          INCENTIVE 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 and/or other incentives 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 and other  rights.
  

(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. It is intended that
_______ of the Options qualify as "Incentive Stock Options" to the maximum
extent permissible under 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.  Optionee expressly agrees to notify the Company of any
transfer of the Common Stock or other action reasonably expected to cause any
Option designated as an Incentive Stock Option to be retroactively classified
for tax purposes as a Non-Qualified Option.

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.   If the Optionee takes any action that would cause the Options to be classified
as nonqualified options for tax purposes, the Optionee will promptly provide the
necessary tax withholding, if applicable, in the Committee’s view,
pursuant to Article IV, Section V 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 INCENTIVE STOCK OPTION AGREEMENT

PURSUANT TO PEREGRINE PHARMACEUTICALS, INC., INC.

2003 STOCK INCENTIVE PLAN

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

I.             INCENTIVE
STOCK OPTIONS:   Incentive stock options do not result in compensation
income on exercise by the Optionee and result in capital gain or loss when the
stock is sold.  Incentive stock options may only be issued to employees of the
Company.  There are a number of other legal requirements that the Company and
the Optionee must satisfy in order for options to be classified as incentive
stock options.  Some of the rules affecting incentive stock options are (a) the
stock received on the exercise of an incentive stock option must be held for two
years from the date of grant of the option and one year from the date of
exercise of the option, (b) no more than $100,000 in options may first become
exercisable in any one year, and (c) the exercise of the incentive stock option
may generate an item of tax preference for purposes of calculating the
alternative minimum tax liability of the Optionee.  Violation of any of those
requirements by the Company or the Optionee can result in the Option being
treated as a 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 Incentive 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 Incentive 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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