Unassociated Document


    

      WARRANT
AMENDMENT AGREEMENT

      


      THIS WARRANT AMENDMENT AGREEMENT
(“Amendment”)
is made as of this 11th day of February, 2009 by and among Novelos Therapeutics,
Inc., a Delaware corporation (the “Company”)
and the undersigned holders of warrants to purchase 7,500,000 shares of the
Company’s common stock dated May 2, 2007 (the “Series B
Warrants”) issued pursuant a certain Securities Purchase Agreement, dated
as of April 12, 2007, by and among the Corporation and the Investors signatory
thereto (as amended on May 2, 2007, the “Series
B Purchase
Agreement”).  All capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Series B Warrants.

      


      WHEREAS, pursuant to Section
21 of the Series B Warrants, the Series B Warrants may amended with the written
consent of the Company and the Requisite Holders (as such term is defined in the
Series B Purchase Agreement) and any such amendment shall apply to all of the
Series B Warrants; and

      


      WHEREAS, the Company and the
undersigned holders of Series B Warrants, which holders include the Requisite
Holders, desire to amend the Series B Warrants;

       

      NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Series B Warrants are hereby
amended as follows:

      


      1)           The
Expiration Date, as defined in Paragraph 1, is hereby changed to December 31,
2015 from April 11, 2013.

      


      6)           Section
20 is hereby deleted in its entirety.

      


      [The
remainder of this page is intentionally left blank.]


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      IN WITNESS WHEREOF, the undersigned
have executed this Warrant Amendment Agreement or caused its duly authorized
officers to execute this Warrant Amendment  Agreement as of the date
first above written.

      


      
        
          	
                  NOVELOS
      THERAPEUTICS, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Harry S.Palmin

                
	
                  Name:  Harry S.
  Palmin

                
	
                  Title:  President and
  CEO

                


        

      

      


      WARRANTHOLDERS

      


      
        
          	
                  Xmark
      Opportunity Fund, Ltd.

                	 
      	
                  Caduceus
      Capital Master Fund Limited

                
	
                  Xmark
      Opportunity Fund, L.P.

                	 
      	
                  Caduceus
      Capital II, L.P.

                
	
                  Xmark
      JV Investment Partners, LLC

                	 
      	
                  UBS
      Eucalyptus Fund, L.L.C.

                
	 
      	 
      	
                  PW
      Eucalyptus Fund, Ltd.

                


        

      

      


      
        
          
            
              
                
                  
                    	
                            By:

                          	
                              /s/
      Mitchell D. Kaye

                          	 
      	
                            By:

                          	
                            /s/ Samuel D. Isaly

                          
	
                            Name:  Mitchell D. Kaye

                          	 
      	
                            Name:  Samuel D.
  Isaly

                          
	
                            Title:
      Authorized
      Signatory

                          	 
      	
                            Title:
      Managing Partner, Orbimed
      Advisors

                          


                  

                

              

            

          

        

      

      


      
        
          
            	
                    Knoll
      Special Opportunities Fund II Master

                  	 
      	
                    Hunt-BioVentures,
      L.P.

                  
	
                    Fund,
      Ltd. (1)

                  	 
      	
                    By :  HBV
      GP, L.L.C, its General Partner

                  
	
                    Europa
      International, Inc.

                  	 
      	 
      


          

        

      

      


      
        
          
            	
                    By:

                  	
                    /s/ Fred Knoll

                  	 
      	
                    By:

                  	
                      /s/ J.Fulton Murray,
      III

                  
	
                    Name:  Fred Knoll

                  	 
      	
                    Name:  J. Fulton Murray,
      III

                  
	
                    Title:
      Portfolio
      Manager

                  	 
      	
                    Title:  Manager

                  


          

        

      

      


      (1)
Formerly Knoll Capital Fund II Master Fund, Ltd.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      WARRANT
AMENDMENT AGREEMENT

      


      THIS WARRANT AMENDMENT AGREEMENT
(“Amendment”)
is made as of this 11th day of February, 2009 by and among Novelos Therapeutics,
Inc., a Delaware corporation (the “Company”)
and the undersigned holders of warrants to purchase 4,365,381 shares of the
Company’s common stock dated April 11, 2008 (the “Series D
Warrants”) issued pursuant a certain Securities Purchase Agreement, dated
as of March 26, 2008, by and among the Corporation and the Investors signatory
thereto (as amended on April 9, 2008, the “Series
D Purchase
Agreement”).  All capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Series D Warrants.

      


      WHEREAS, pursuant to Section
21 of the Series D Warrants, the Series D Warrants may amended with the written
consent of the Company and the Requisite Holders (as such term is defined in the
Series D Purchase Agreement) and any such amendment shall apply to all of the
Series D Warrants; and

      


      WHEREAS, the Company and the
undersigned holders of Series D Warrants, which holders include the Requisite
Holders, desire to amend the Series D Warrants;

       

      NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Series D Warrants are hereby
amended as follows:

      


      1)           The
Expiration Date, as defined in Paragraph 1, is hereby changed to December 31,
2015 from April 11, 2013.

      


      6)           Section
20 is hereby deleted in its entirety.

      


      [The
remainder of this page is intentionally left blank.]


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      IN WITNESS WHEREOF, the undersigned
have executed this Warrant Amendment Agreement or caused its duly authorized
officers to execute this Warrant Amendment  Agreement as of the date
first above written.

      


      
        
          	
                  NOVELOS
      THERAPEUTICS, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Harry S. Palmin

                
	
                  Name:  Harry S.
  Palmin

                
	
                  Title:  President and
  CEO

                


        

      

      


      WARRANTHOLDERS

      


      
        
          
            	
                    Xmark
      Opportunity Fund, Ltd.

                  	 
      	
                    Caduceus
      Capital Master Fund Limited

                  
	
                    Xmark
      Opportunity Fund, L.P.

                  	 
      	
                    Caduceus
      Capital II, L.P.

                  
	
                    Xmark
      JV Investment Partners, LLC

                  	 
      	
                    UBS
      Eucalyptus Fund, L.L.C.

                  
	 
      	 
      	
                    PW
      Eucalyptus Fund, Ltd.

                  
	 
      	 
      	
                    Summer
      Street Life Sciences Hedge Fund

                  
	 
      	 
      	
                    Investors,
      LLC

                  


          

        

      

      


      
        
          
            	
                    By:

                  	
                      /s/ Mitchell D.
      Kaye

                  	 
      	
                    By:

                  	
                    /s/ Samuel D. Isaly

                  
	
                    Name:  Mitchell D. Kaye

                  	 
      	
                    Name:  Samuel D.
  Isaly

                  
	
                    Title:
      Authorized
      Signatory

                  	 
      	
                    Title:
      Managing Partner, Orbimed
      Advisors

                  


          

        

      

      


      
        
          	
                  Knoll
      Special Opportunities Fund II Master

                	 
      	
                  Hunt-BioVentures,
      L.P.

                
	
                  Fund,
      Ltd. (1)

                	 
      	
                  By :  HBV
      GP, L.L.C, its General Partner

                
	
                  Europa
      International, Inc.

                	 
      	 
      


        

      

      


      
        
          
            	
                    By:

                  	
                    /s/ Fred Knoll

                  	 
      	
                    By:

                  	
                    /s/ J. Fulton Murray,
III

                  
	
                    Name:  Fred
      Knoll

                  	 
      	
                    Name:  J. Fulton Murray,
      III

                  
	
                    Title:
      Portfolio
      Manager

                  	 
      	
                    Title:  Manager

                  


          

        

      

      


      (1)
Formerly Knoll Capital Fund II Master Fund, Ltd.