August
      30, 2010

            


    

    


    


    Re: Note
and Warrant Purchase Agreement and related Convertible Promissory Note between
the entities listed on Exhibit A hereto (each, a “Note Holder” and,
collectively, the “Note Holders”), and Radient Pharmaceuticals Corporation, a
Delaware corporation (the “Company”).

    


    


    Dear Sir
or Madam:

    


    On each
of March 22, 2010, April 8, 2010, April 13, 2010 and
April 26, 2010, we held a closing for the related Note and Warrant Purchase
Agreement (the “Purchase Agreement”), pursuant to one or more of which we issued
you a convertible promissory note (the “Notes”) and warrants (“Warrants”) to
purchase shares of our common stock. All terms not otherwise defined herein
shall have the meanings as set forth in the Purchase Agreement and
Notes.  The terms of the Purchase Agreement and Note require us to
obtain shareholder approval on or before August 31, 2010, to issue shares of our
common stock in an amount exceeding 19.99% of our common stock on the respective
closing date.  It is in everyone’s best interest to obtain this
shareholder approval and be able to issue all of the shares of common stock
underlying the Notes and Warrants.  Therefore, we are submitting this
letter to you to: (i) explain why we are not able to hold a meeting on August
31, 2010, (ii) explain the impact this failure has on the Notes, (iii) inform
you of our plans to hold a meeting as soon as practicable to obtain the required
shareholder approval, and (iv) offer you an incentive to allow us to hold the
meeting at such later date.

    


    We filed
our initial preliminary proxy statement (the “Proxy Statement”) with the
Securities and Exchange Commission (the “SEC”) on February 1, 2010 and have been
responding to SEC comments since March 2, 2010 regarding the Proxy Statement and
the related filings that we are required to mail to our shareholders with the
Proxy Statement (the “Related Proxy Filings”).  To hold a meeting on
August 31, 2010, Delaware law requires that notice must be sent to our
shareholders at least 10 days before such date.  Since the SEC did not
clear the Related Proxy Filings by such time, we were unable to file and mail
our definitive proxy statement so as to give our shareholders proper notice of
and hold a meeting on August 31, 2010.

    


    Each time
we receive a comment letter, we scheduled a call with our outside securities
counsel and auditors to determine who can best assist us to respond to each
comment most efficiently and accurately and what our intended response shall
be.  We have also had numerous discussions with the SEC reviewers
handling our filings to gain additional insight on their comments and how best
to respond to their comments.  Together, we have responded to comments
quickly and the reviewers have been considerate of our situation by issuing
additional comments promptly after receipt of our previous
response.  The SEC is entitled to at least 14 days to review each of
our responses, but they have submitted comments in much less time to help us
meet our obligations.  However, some of their comments require a great
deal of additional analysis.  We received the latest comment letter on
August 18, 2010, and it related only to the Related Proxy Filings; the comments
relate to our valuation of Jade Pharmaceuticals Inc. (“JPI”) and methods used to
value our derivative securities.  Although we employed two independent
valuation consultants, the SEC continues to request information regarding
assumptions and methodologies underlying the valuation.  We responded
to all queries regarding the underlying assumptions and expanded/clarified our
disclosure to more fully describe our assumptions and methodology utilized in
the valuation analysis.   We value our warrants and embedded
conversion features of our derivative liabilities by using the the Black
–Scholes options pricing model.  Notwithstanding that issuers have
been using the Black-Scholes model in this same manner since 1973, due to the
SEC’s prerogative to change their position, the reviewers of our Related Proxy
Filings commented if the Black-Scholes model was appropriate as it does not
account for down-round protection.  The SEC commented that it appears
to them that because of the price adjust feature of our derivatives, the
binomial or lattice model is better suited to value our derivative
liabilities.   In order to clear this comment, we retained a
valuation firm to assist in the valuation of our warrants and embedded
conversion utilizing the binomial model..  We, along with our auditors
have been working tirelessly to complete this analysis, but it takes time and
will require additional analysis as to the impact this may have on our other
filings.  We intend to file our response to the August 18 letter by
September 1, 2010.  However, there is no assurance that the SEC will
clear our Related Proxy Filings after reviewing our response, and the SEC is
entitled to issue additional comments if it deems them necessary.  We
will continue to respond to any additional comments as quickly as possible and
can assure you that we will continue to do whatever we can to clear the comments
as soon as possible.

       

    
      
        
          
            2492
Walnut Avenue, Ste 100, Tustin, CA 92780 | Office 714.505.4460 | Fax
714.505.4464

            Website:
www.radient-pharma.com | E-mail:
info@radient-pharma.com

          

        

      

      
        Page 1 of
3 

        
          

        

      

      
         

      

    

     

    

       

    Pursuant
to Section 12 of the Notes, our failure to hold a meeting and obtain shareholder
approval by August 31, 2010 constitutes an Event of Default as of September 1,
2010, pursuant to which the note holder will be entitled to declare the entire
principal and interest due on the notes immediately payable.  Although
an Event of Default generally constitutes a Trigger Event under the Notes,
Section 11(e) of the Notes, which governs what constitutes a Trigger Event,
specifically excludes the failure to obtain Shareholder Approval as a Trigger
Event:

    


    “Events
of Default.  The occurrence of any Event of
Default hereunder (other
than an Event of Default under Section 12(i)).”

    


    Section
12(i) of the Notes covers the impact of our failure to obtain Shareholder
Approval. Therefore, our failure to hold a shareholder meeting and obtain
Shareholder Approval by August 31, 2010 shall only constitute an Event of
Default, and not a Trigger Event.  Please note that although some of
the note holders signed the Acknowledgment Regarding and First Amendment to the
Convertible Promissory Note in June 2010 (the “First Amendment”), pursuant to
Section 6 of the Amendment, it is not effective unless and until all of the note
holders sign it.  Therefore, as of the date of this letter, the
Amendment and all of the terms stated therein are not in effect and we have
accounted for any consequential penalties resulting therefrom.

    


    In light
of the aforementioned (especially since we are at the mercy of the SEC’s comment
period), the failure to hold a meeting on August 31, 2010 was beyond our
control.  We hereby request your agreement to amend the Purchase
Agreement and Notes in all respects to require us instead to hold a shareholder
meeting and obtain the required consent, on or before November 15,
2010.   We would like to hold the required shareholder meeting
sooner and will do so if possible, but due to the SEC’s rights to comment,
Delaware shareholder meeting notice provisions and the time our third party
printers need to send out the definitive proxy materials, it is not realistic to
impose an earlier meeting date.  We assure you that we will schedule
the meeting for the earliest date possible, considering the required timelines,
once the SEC clears the Related Proxy Filings and allows us to file our
definitive proxy statement.

    


    
      
        
          
            2492
Walnut Avenue, Ste 100, Tustin, CA 92780 | Office 714.505.4460 | Fax
714.505.4464

            Website:
www.radient-pharma.com | E-mail:
info@radient-pharma.com

          

        

      

      
        Page 2 of
3 

        
          

        

      

      
         

      

        

      
        

      

        

    

    If
signed, this letter shall act as an amendment to the Purchase Agreement and
Notes, and any other related transaction document, so as to refer to November
15, 2010 in each and every instance related to a shareholder meeting or
Shareholder Approval, including any penalty provisions or defaults related to
holding a shareholder meeting or obtaining Shareholder Approval (the
“Extension”).  Additionally, once signed, this letter shall serve as a
waiver of all current and potential defaults available under the Purchase
Agreement and Note based upon the failure to hold a meeting or obtain
shareholder approval by August 31, 2010 (the “Waiver”); it being fully
understood that if we do not obtain shareholder approval on or before November
15, 2010, the Notes shall once again be susceptible to default.

    


    In
exchange for your agreement to the Extension and Waiver, we shall increase the
principal balance of your note by 25% effective as of the date of this
letter.  Please be reminded, as stated above, the only remedy for an
Event of Default under the Notes is to declare the entire principal amount of
the note immediately due and payable.  We are confident that we will
hold the shareholder meeting on or before November 15, 2010 and strongly
anticipate obtaining the required shareholder approval.  Therefore, we
believe that the increase in your principal is a generous offer in exchange for
your agreement to amend the Purchase Agreement and Note as requested
herein.

    


    Other
than as specifically set forth herein, the terms of the Purchase Agreement and
Note shall remain in full force and effect.

    


    Please
indicate your agreement with the foregoing by signing below and returning a
signed copy to our securities counsel, Rachael Schmierer, at rschmierer@lhttlaw.com.   Thank
you.

    


    
      
        	 	
                Very
      truly yours,

                RADIENT
      PHARMACEUTICALS

                CORPORATION

              	 
	 	 	 	 
	
                 
      

              	
                By:
      

              	 	 
	 	Name:  
      	Douglas
      MacLellan	 
	 	Title:
      	CEO	 
	 	 	 	 


      

    

     

     

    Accepted
as of the date

    first
above written:

     

    
      
        	 	 	 	 
	
                By:
      

              	 	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


      

    

     

     

    
      
        
          
            2492
Walnut Avenue, Ste 100, Tustin, CA 92780 | Office 714.505.4460 | Fax
714.505.4464

            Website:
www.radient-pharma.com | E-mail:
info@radient-pharma.com

          

        

      

      
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