May 2, 2007
Xmark Opportunity Fund, L.P.
Xmark Opportunity Fund, Ltd.
Xmark JV Investment Partners LLC
301 Tresser Blvd, Suite 1320
Stamford, CT 06901
Caduceus Master Fund Limited
Caduceus Capital II, L.P.
UBS Eucalyptus Fund, L.L.C.
PW Eucalyptus Fund, Ltd.
HFR SHC Aggressive Master Trust
c/o OrbiMed Advisors LLC
767 Third Avenue, 30th Floor
New York, NY 10017
Ladies and Gentlemen:
Reference is made herein to that certain Securities Purchase Agreement (the “Original Purchase Agreement”), dated as of April 12, 2007, by and among Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), Xmark Opportunity Fund, L.P., a Delaware limited partnership (“Xmark LP”), Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company (“Xmark Ltd”), Xmark JV Investment Partners LLC, a Delaware limited liability company (“Xmark LLC” and together with Xmark LP and Xmark Ltd, the “Xmark Entities”), Caduceus Master Fund Limited, a Bermuda corporation (“Caduceus Master”), Caduceus Capital II, L.P., a Delaware limited partnership (“Caduceus Capital”), UBS Eucalyptus Fund, L.L.C., a Delaware registered investment company (“UBS Eucalyptus”), PW Eucalyptus Fund, Ltd., a Cayman Islands investment company (“PW Eucalyptus”) and HFR SHC Aggressive Master Trust, a Bermuda trust (“HFR” and together with Caduceus Master, Caduceus Capital, UBS Eucalyptus, PW Eucalyptus, the “OrbiMed Entities”, and the OrbiMed Entities and the Xmark Entities together, the “Lead Investors”), and the other investors set forth on Schedule I affixed thereto (each an “Investor” and collectively the “Investors”; for the avoidance of doubt, the Lead Investors are each an Investor) All capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Original Purchase Agreement.
The terms of the Original Purchase Agreement are hereby amended by the Company and the Lead Investors as follows (which amended terms shall be binding on all Investors as provided for in the Original Purchase Agreement):
1. Recital A of the Original Purchase Agreement is hereby amended (i) to change the number of shares of Preferred Stock to be issued pursuant to the Original Purchase Agreement from “up to 1,500 shares” to “up to 300 shares” and (ii) to change the stated value of the Preferred Stock from “$10,000.00” to “$50,000.00”.
2. Schedule I of the Original Purchase Agreement is hereby amended to reduce the number of shares of Preferred Stock being purchased by each Investor by dividing (i) the number of shares listed under the heading “Number of Shares of Preferred Stock” on Schedule I of the Original Purchase Agreement with respect to each Investor by (ii) five (5).
3. The form of Certificate of Designations attached as Exhibit A to the Original Purchase Agreement is hereby replaced in its entirety with the form of Certificate of Designations attached hereto as Exhibit A and made a part hereof.
Unless otherwise provided herein, all rights and obligations of the Investors set forth in the Original Purchase Agreement shall remain in full force and effect in accordance with the terms and conditions set forth in the Original Purchase Agreement.
Please confirm that the foregoing correctly and completely sets forth our understanding of the subject matter contained herein by signing where indicated below.
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| | Very truly yours,
NOVELOS THERAPEUTICS, INC. |
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| | By: | /s/ Harry S. Palmin |
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Name: Harry S. Palmin Title: President and CEO |
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XMARK OPPORTUNITY FUND, LTD.
By: Xmark Opportunity Manager, LLC,
its Investment Manager
By: Xmark Opportunity Partners, LLC,
its Sole Member
By: Xmark Capital Partners, LLC,
its Managing Member
By: /s/ Mitchell D. Kaye
Name: Mitchell D. Kaye
Title: Chief Executive Officer
XMARK OPPORTUNITY FUND, L.P.
By: Xmark Opportunity GP, LLC,
its General Partner
By: Xmark Opportunity Partners, LLC,
its Sole Member
By: Xmark Capital Partners, LLC,
its Managing Member
By: /s/ Mitchell D. Kaye
Name: Mitchell D. Kaye
Title: Chief Executive Officer
XMARK JV INVESTMENT PARTNERS, LLC
By: Xmark Opportunity Partners, LLC,
its Investment Manager
By: Xmark Capital Partners, LLC,
its Managing Member
By: /s/ Mitchell D. Kaye
Name: Mitchell D. Kaye
Title: Chief Executive Officer
CADUCEUS MASTER FUND LIMITED
By: /s/ Samuel D. Isaly
Name: Samuel D. Isaly
Title: Managing Partner, OrbiMed Advisors LLC
CADUCEUS CAPITAL II, L.P.
By: /s/ Samuel D. Isaly
Name: Samuel D. Isaly
Title: Managing Partner, OrbiMed Advisors LLC
UBS EUCALYPTUS FUND, L.L.C.
By: /s/ Samuel D. Isaly
Name: Samuel D. Isaly
Title: Managing Partner, OrbiMed Advisors LLC
PW EUCALYPTUS FUND, LTD.
By: /s/ Samuel D. Isaly
Name: Samuel D. Isaly
Title: Managing Partner, OrbiMed Advisors LLC
HFR SHC AGGRESSIVE MASTER TRUST
By: /s/ Dora Hines
Name: Dora Hines, for and on behalf of HFR Asset
Management, LLC
Title: Attorney-in-fact
Exhibit A
Certificate of Designations
[See Exhibit 3.2 of this filing]
