PEREGRINE PHARMACEUTICALS INC
<DOCUMENT>
<TYPE>EX-10.91
<SEQUENCE>5
<FILENAME>peregrine_10qex10-91.txt
<TEXT>
<PAGE>
EXHIBIT 10.91


                         PEREGRINE PHARMACEUTICALS, INC.







                                  COMMON STOCK
                               PURCHASE AGREEMENT




                            UP TO 2,800,000 SHARES OF
                                  COMMON STOCK



                               SEPTEMBER 18, 2003

<PAGE>

                         COMMON STOCK PURCHASE AGREEMENT
                         -------------------------------


         This Common Stock Purchase Agreement (this "Agreement") is made and
entered into as of September 18, 2003, by and between Peregrine Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), and Melton Management, Ltd. (the
"Investor").


                                    RECITALS
                                    --------

         WHEREAS, the Company has filed with the Securities and Exchange
Commission ("SEC") a Shelf Registration Statement on Form S-3 No. 333-103965,
which was declared effective by the SEC on March 31, 2003 (the "Form S-3").

         WHEREAS, pursuant to the Form S-3, the Company may offer to the public
from time to time up to 10,000,000 shares of common stock, par value $0.001 per
share (the "Common Stock").

         WHEREAS, in accordance with the parties' term sheet dated September 18,
2003 (the "Term Sheet"), the Company desires to sell and issue to the Investor
under the Form S-3 up to an aggregate of Two Million Eight Hundred Thousand
(2,800,000) shares of Common Stock, all in the manner described below.

         NOW, THEREFORE, in consideration of the covenants, agreements and
considerations herein contained, the Company and Investor agree as follows:

1. PURCHASE AND SALE OF SHARES

         1.1 PUT OF SHARES. Subject to the terms and conditions hereof, for a
period of six (6) months commencing on the date hereof, the Company shall have
the right to put (each a "Put") to the Investor, by way of one or more Puts, up
to an aggregate of Two Million Eight Hundred Thousand (2,800,000) shares (the
"Put Limit") of Common Stock (the "Shares"), by delivering to the Investor a
written notice (the "Put Notice") by 6:30 p.m. Eastern Time specifying the
number of Shares to be put and sold to the Investor on such date, and the per
share purchase price. The form of Put Notice is attached hereto as Exhibit I.
The date that the Put Notice is delivered is referred to as the "Put Date."



                                       1
<PAGE>


         1.2 PURCHASE PRICE. As full consideration for the sale of the Shares to
Investor in connection with each Put, the Investor shall deliver to the Company
within three (3) business days after receipt of the Put Notice (the "Put Closing
Date"), the purchase price for such Shares by wire transfer of immediately
available funds to such account as the Company shall designate. Unless otherwise
agreed in writing under Exhibit II, the per share purchase price applicable for
each Put shall based upon the following:

     --------------------------------------  -----------------------------------
     AVERAGE CLOSING PRICE OF COMMON STOCK
     FOR 3 CONSECUTIVE TRADING DAYS ENDING      PER SHARE PURCHASE PRICE
        ON THE DAY PRIOR TO THE PUT DATE                 FOR PUT
     --------------------------------------  -----------------------------------
     $1.40 to $1.54                                       $1.25
     $1.55 to $1.69                                       $1.38
     $1.70 to 1.84                                        $150
     $1.85 to $1.99                                       $1.63
     $2.00 to $2.24                                       $1.75
     $2.25 to $2.49                                       $1.95
     $2.50 to $2.74                                       $2.13
     $2.75 and greater                                    $2.34
     --------------------------------------  -----------------------------------

         Within three (3) business days following the Put Closing Date, the
Company shall deliver to the Investor or its designee the shares via DWAC or a
stock certificate representing the Shares purchased in the Put. The Shares shall
be delivered free of restrictive legends and stop transfer instructions.

         1.3 PUT LIMITATIONS. Unless the parties agree by mutually signing the
Put Notice, the Company (i) may not deliver a Put Notice on any day in which the
Company's Common Stock closes on the prior day, at a price below $1.40 per
share, and (ii) may not deliver a Put Notice for a number of shares in excess of
fifteen percent (15%) of the aggregate trading volume for the three (3)
consecutive trading days prior to the Put Date.

         1.4 TERMINATION OF PUT RIGHT. The Company's right to deliver a Put
Notice pursuant to this Agreement shall terminate on the first to occur of (i)
the date that is six (6) months from the date hereof, and (ii) the Investor
having acquired pursuant to Puts a number of Shares equal to the Put Limit.
Notwithstanding the termination of the Put Right pursuant to clause (i), the
Investor shall be obligated to complete any Put delivered on or before such
date.

2. TERMINATION

         This Agreement may be terminated by either party, upon written notice
having immediate effect, if the other party (i) defaults in any material respect
in the performance of any of its obligations or any of its representations or
warranties under this Agreement or otherwise commits any material breach of this
Agreement and such default is not cured within ten (10) days after written
notice specifying in reasonable detail the nature of such default. The Company
may terminate this Agreement immediately upon written notice to the Investor.



                                       2
<PAGE>

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Except as set forth below, the Company makes no representations or
warranties of any nature or kind.

         3.1 ORGANIZATION, STANDING AND POWER. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company has the corporate power to own its properties and to carry
on its business as now being conducted and is duly qualified to do business and
is in good standing in each jurisdiction in which the failure to be so qualified
would have a material adverse effect on the business, assets or condition
(financial or otherwise) of the Company and its subsidiaries, taken as a whole.

         3.2 CAPITALIZATION. The authorized capital stock of the Company
consists of 175,000,000 shares of common stock, par value $0.001 per share, and
5,000,000 shares of preferred stock, par value $0.001 per share, of which, as of
September 15, 2003, there were approximately 133,732,000 shares of common stock
and nil shares of preferred stock, issued and outstanding. The Company is not a
party to any voting trust agreements or understandings with respect to the
voting common stock of the Company. There are no preemptive or similar rights to
purchase or otherwise acquire shares of capital stock of the Company pursuant to
any provision of law, the Certificate of Incorporation, the bylaws of the
Company or any agreement to which the Company is a party.

         3.3 AUTHORIZATION.

              3.3.1 The Company has full legal right, power and capacity to
enter into, execute, deliver and perform this Agreement and all attendant
documents and instruments contemplated hereby.

              3.3.2 This Agreement has been duly executed and delivered and
constitutes the legal, valid and binding obligation of the Company and is
enforceable with respect to the Company in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, priority or other laws or
court decisions relating to or affecting generally the enforcement of creditors'
rights or affecting generally the availability of equitable remedies.

              3.3.3 The execution and delivery of this Agreement by the Company,
and the consummation of the transactions contemplated hereby by the Company in
accordance with the terms hereof shall not conflict with or result in a breach
of, violation of, or default under (or constitute an event that with notice,
lapse of time, or both, would constitute a breach or default under), or result
in the termination of, or accelerate the performance required by, or result in
the creation of any liens or other encumbrances upon any of the properties or
assets of the Company under any of the terms, conditions or provisions of the
Certificate of Incorporation or Bylaws, any provision of the laws of the State
of California or the State of Delaware, or any note, bond, mortgage, indenture,
deed of trust, license, lease, credit agreement or other agreement, document,
instrument or obligation to which the Company is a party or by which any of its
assets or properties are bound.

              3.3.4 Neither the execution and delivery of this Agreement by the
Company, nor the consummation of the transactions, contemplated hereunder by the
Company will violate or conflict with any judgment, order, decree, statute, rule
or regulation applicable to the Company or its assets or properties.


                                       3
<PAGE>

         3.4 VALID ISSUANCE OF COMMON STOCK.

              3.4.1 The Shares being purchased by the Investor hereunder, when
issued, sold and delivered in accordance with the terms hereof or thereof, for
the consideration expressed herein or therein, will be duly and validly issued,
fully paid and nonassessble and will be issued in compliance with all applicable
federal and state securities laws.

              3.4.2 The outstanding shares of Common Stock are all duly and
validly authorized and issued, fully paid and nonassessable, and were issued in
compliance with all applicable federal and state securities laws.

              3.4.3 The Company has full power, right and authority to transfer,
convey and sell to the Investors on the Closing Date the Shares and upon
consummation of the transactions contemplated by this Agreement, each Investor
will have acquired good and marketable title to the Shares purchased by such
Investor, free and clear of claims, liens, restrictions on transfer or voting or
encumbrances.

              3.4.4 The Company has taken the requisite action to cause the
Shares to be listed on the Nasdaq SmallCap Market.

         3.5 LITIGATION. Except as referred to in the SEC Documents, as defined
below, the Form S-3, or as disclosed in Schedule 3.5, there are no claims,
suits, actions or proceedings pending or, to the knowledge of the Company,
threatened against, relating to or affecting the Company or any of its
subsidiaries, before any court, governmental department, commission, agency,
instrumentality or authority, or any arbitrator that would reasonably be
expected, either alone or in the aggregate with all such claims, actions or
proceedings, to have a material adverse effect on the Company's business or
financial condition or the transactions contemplated hereunder. Except as
referred to in the Company's SEC Documents, neither the Company nor any of its
subsidiaries is subject to any judgment, decree, injunction, rule or order of
any court, governmental department, commission, agency, instrumentality or
authority, or any arbitrator which prohibits or restricts the consummation of
the transactions contemplated hereby or would have a material adverse effect on
the Company's business or financial condition or the transactions contemplated
hereunder.

         3.6 SEC DOCUMENTS; THE COMPANY'S FINANCIAL STATEMENTS. The Company is a
reporting company under the Securities Exchange Act of 1934 (the "Exchange
Act"), and files annual and periodic reports (the "SEC Documents") with the
Securities and Exchange Commission (the "SEC"). As of their respective filing
dates, the SEC Documents complied in all material respects with the requirements
of the Securities Exchange Act of 1934, as amended, applicable to the Company
and to the knowledge of the Company none of the SEC Documents contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements made therein, in light
of the circumstances in which they were made, not misleading, except to the
extent corrected by a subsequently filed document with the SEC. The SEC
Documents contain an audited consolidated balance sheet of the Company as of the
end of the last completed fiscal year (the "Balance Sheet") and the related

                                       4
<PAGE>

audited consolidated statements of income and cash flow for the year then ended
(collectively, the "Financials"). The Financials have been prepared in
accordance with GAAP applied on a basis consistent through the periods indicated
and consistent with each other. The Financials present fairly the consolidated
financial condition and operating results and cash flows of the Company and its
subsidiaries as of the dates and during the periods indicated therein. Since the
date of the Balance Sheet and until the date of this Agreement, there has not
occurred any material adverse change in the business, assets or condition
(financial or otherwise) of the Company and its subsidiaries, taken as a whole,
which has not been reflected in the SEC Documents.

         3.7 FORM S-3. The Company has delivered to each Investor a copy of the
Form S-3. The Company represents and warrants that the Form S-3 has been
declared effective by the SEC and is not subject to any stop order. The Company
is not aware of any event, fact or circumstance, which would cause the Form S-3
to contain a material misstatement or require the filing of an amendment
thereto. The Company at the time of the initial filing of the Form S-3 met the
SEC's eligibility requirements for use of a Form S-3 in connection with a
primary offering. The Company agrees to timely file all periodic reports
required to be filed under the Exchange Act in order to keep the S-3 in effect,
and to promptly file any amendments, if necessary, and deliver to the Investor a
copy of any such amendment.

         3.8 DISCLOSURE. Neither this Agreement, nor any of the schedules,
attachments, or certificates attached to this Agreement or delivered by the
Company on the Closing Date, contains any untrue statements of material fact or
omits a material fact necessary to make the statements contained herein or
therein not misleading. There is no fact which the Company has not disclosed to
the Investor, orally or in writing, and of which any of the Company's directors
or officers are aware, which could reasonably be anticipated to have a material
adverse effect, upon the financial condition, operating results or assets, of
the Company. Notwithstanding the foregoing, certain information provided by the
Company to the Investor contained statements that are forward-looking, which are
covered by the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking information involves important risks
and uncertainties that could significantly affect anticipated results in the
future, and accordingly, such results may differ materially from those expressed
in any forward-looking statements made by or on behalf of the Company.

         3.9 NO CONSENTS. The execution, delivery and performance by the Company
of this Agreement and the offer, issuance and sale of the Shares require no
consent of, action by or in respect of, or filing with, any individual or
entity, governmental body, agency, or official other than filings that have been
made pursuant to applicable state securities laws and post-sale filings pursuant
to applicable state and federal securities laws which the Company undertakes to
file within the applicable time periods.

         3.10 REGULATORY COMPLIANCE. The Company is not in violation of any
applicable law, regulation, judgment, order or consent decree (of any
governmental or non-governmental regulatory or self-regulatory agency or any
organized exchange, including without limitation, the SEC, any state or local
securities or insurance regulatory body, or the Internal Revenue Service), which
violation is likely to have a material adverse effect on the Company's business,
financial condition, or this transaction.


                                       5
<PAGE>

         3.11 REGULATORY PROCEEDINGS, INVESTIGATIONS AND INQUIRIES. The Company
has not been the subject of any material regulatory proceeding, examination,
investigation or inquiry (known to the Company), including any pending or
threatened regulatory proceeding, investigation or inquiry (known to the
Company) (including without limitation any by governmental or non-governmental
regulatory or self-regulatory agency or any organized exchange) relating to the
Company.

         3.12 REGISTRATION STATEMENT. The Company's Registration Statement on
Form S-3 (the "Registration Statement") was declared effective by the SEC on
March 31, 2003. The Registration Statement is effective on the date hereof and
the Company has not received notice that the SEC has issued or intends to issue
a stop order with respect to such Registration Statement or that the SEC
otherwise has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, or intends or has threatened in
writing to do so. The Registration Statement (including the information or
documents incorporated by reference therein), as of the time it was declared
effective, and any amendments or supplements thereto, each as of the time of
filing, did not contain any untrue statement of material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading. With respect to each completed Put, the
Company hereby agrees to file with the SEC, as required, either an amendment or
a prospectus supplement in accordance with the required timelines as prescribed
under Rule 424(b)(2) of the Securities Act. The issuance of the Shares to the
Investor is registered by the Registration Statement and, when issued to the
Investor, the Shares shall be freely tradeable by the Investor.

         3.13 COMPLIANCE WITH NASDAQ CONTINUED LISTING REQUIREMENTS. The Company
is in compliance with applicable Nasdaq SmallCap Market continued listing
requirements. There are no proceedings pending or, to the Company's knowledge,
threatened against the Company relating to the continued listing of the Common
Stock on the Nasdaq SmallCap Market and the Company has not received any
currently effective notice of, nor to the Company's knowledge is there any basis
for, the delisting of the Common Stock from the Nasdaq SmallCap Market.

4. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor hereby represents and warrants to the Company the following:

         4.1 AUTHORITY. Investor has full legal right, power and capacity to
enter into, execute, deliver and perform this Agreement and all attendant
documents and instruments contemplated hereby. This Agreement has been duly
executed and delivered and constitutes the legal, valid and binding obligation
of Investor and is enforceable with respect to Investor in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency, priority
or other laws or court decisions relating to or affecting generally the
enforcement of creditors' rights or affecting generally the availability of
equitable remedies.

         4.2 NO VIOLATION OF AGREEMENTS. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereunder
by Investor will violate or conflict with any judgment, order, decree, statute,
rule or regulation applicable to Investor or its assets or properties.


                                       6
<PAGE>

         4.3 DISCLOSURE OF INFORMATION. Subject in part to the truth and
accuracy of the representations and warranties of the Company, the Investor
believes that it has received all the information that it considers necessary or
appropriate for deciding whether to purchase the Shares. The Investor further
represents that it has had an opportunity to review the SEC Documents and the
Form S-3, and had sufficient opportunity to ask questions and receive answers
from the Company and its directors and officers regarding the terms and
conditions of the offering of the Shares and the business and operations of the
Company. The foregoing, however, does not limit or modify the representations
and warranties of the Company in Section 3 of this Agreement or the right of the
Investor to rely thereon.

5. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY

         The obligations of the Company to consummate each Put contemplated by
this Agreement shall be subject to the satisfaction of each of the conditions
set forth below, any or all of which may be waived by the Company in whole or in
part without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by the Company of any other condition or of any of the
Company's rights or remedies, at law or in equity, if the Investor shall be in
default or breach of any of its representations, warranties or agreements under
this Agreement:

         5.1 PURCHASE PRICE. Investor shall deliver the applicable Put purchase
price on the date specified in Section 1.2.

         5.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Investor contained in this Agreement shall be accurate and
complete on and as of each Put Closing Date with the same effect as though such
representations and warranties had been made on or as of such date.

         5.3 PERFORMANCE OF AGREEMENTS. Each and all of the conditions precedent
and agreements of the Investor subject to satisfaction on or before the Put
Closing Date pursuant to the terms of this Agreement shall have been performed
or satisfied.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF INVESTOR

         The obligations of the Investor to consummate the transactions
contemplated by this Agreement shall be subject to the satisfaction of each of
the conditions set forth below, any or all of which may be waived by each
Investor in whole or in part without prior notice; provided, however, that no
such waiver of a condition shall constitute a waiver by such Investor of any
other condition or of any of the Investor's rights or remedies, at law or in
equity, if the Company shall be in default or breach of any of its
representations, warranties or agreements under this Agreement:

         6.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company contained in this Agreement shall be accurate and
complete on and as of the Put with the same effect as though such
representations and warranties had been made on or as of such date.


                                       7
<PAGE>

         6.2 PERFORMANCE OF AGREEMENTS. Each and all of the conditions precedent
and agreements of the Company subject to satisfaction on or before the Put
Closing Date pursuant to the terms of this Agreement shall have been performed
or satisfied.

         6.3 NO ADVERSE EVENTS. Between the date hereof and the Put Closing
Date, neither the business, assets or condition, financial or otherwise, of the
Company taken as a whole shall have been materially adversely affected in any
manner.

         6.4 NO DELINQUENT SHARES. The Company shall not then be delinquent its
obligation to deliver Shares in accordance with Section 1.2 with respect to
prior Puts.

7. INDEMNIFICATION

         7.1 To the extent permitted by law, the Company will indemnify and hold
harmless, the Investor, the directors and officers, if any, of the Investor, and
each person, if any, who controls the Investor within the meaning of the
Securities Act or the Exchange Act (each, an "Indemnified Person"), against any
losses, claims, damages, liabilities or expenses (joint or several) incurred
(collectively, "Claims") to which any of them may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such Claims (or
actions or proceedings, whether commenced in respect thereof) arise out of or
are based upon: (i) any untrue statement or untrue statement of a material fact
contained in the Registration Statement or any post-effective amendment thereof
or the omission or omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or untrue statement of a material fact contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or omission to state
therein any material fact necessary to make the statements made therein, in the
light of the circumstances under which the statements therein were made, not
misleading or (iii) any violation or violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation under
the Securities Act, the Exchange Act or any state securities law (the matters in
the foregoing clauses (i) through (iii) being collectively referred to as
"Violations"). The Company shall reimburse the Investor, promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or
other reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 7 shall not (i)
apply to any Claims arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, (ii) be available to the extent such
Claim is based on a failure of the Investor to deliver or cause to be delivered
the prospectus made available by the Company; or (iii) apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. The
Investor will indemnify the Company, its officers, directors and agents
(including legal counsel) (each an "Indemnified Person") against any claims


                                       8
<PAGE>

arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company, by or on behalf
of the Investor, expressly for use in connection with the preparation of the
Registration Statement, subject to such limitations and conditions set forth in
this Section 7. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Indemnified Person or
Indemnified Party, and shall survive the sale of the Shares by the Subscriber.

         7.2 Promptly after receipt by an Indemnified Person under this Section
of notice of the commencement of any action (including any governmental action),
such Indemnified Person shall, if a Claim in respect thereof is to be made
against any indemnifying party under this Section, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed,
to assume control of the defense thereof with counsel mutually satisfactory to
the indemnifying party and the Indemnified Person, as the case may be; PROVIDED,
HOWEVER, that an Indemnified Person shall have the right to retain its own
counsel with the reasonable fees and expenses to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person and the
indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person and any other party represented by
such counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person under this Section except to the extent that the indemnifying
party is prejudiced in its ability to defend such action. The indemnification
required by this Section shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as such expense,
loss, damage or liability is incurred and is due and payable.

         7.3 To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 7 to the fullest extent permitted by law.

8. MISCELLANEOUS

         8.1 EXPENSES, COMMISSIONS AND TAXES. Each party shall bear and pay its
own expenses, including legal, accounting and other professional fees, and taxes
incurred in connection with the transactions referred to in this Agreement. The
party responsible under applicable law shall bear and pay in their entirety all
other taxes and registration and transfer fees, if any, payable by reason of the
sale and conveyance of the Shares.

         8.2 ENTIRE AGREEMENT; MODIFICATIONS; WAIVER. This Agreement, together
with the related agreements or certificates referenced herein, constitutes the
final, exclusive and complete understanding of the parties with respect to the
subject matter hereof and supersedes any and all prior understandings and
discussions with respect thereto. No variation or modification of this Agreement
and no waiver of any provision or condition hereof, or granting of any consent
contemplated hereby, shall be valid unless in writing and signed by the party
against whom enforcement of any such variation, modification, waiver or consent
is sought.


                                       9
<PAGE>

         8.3 FURTHER ASSURANCES. The parties hereto shall use their best
efforts, and shall cooperate with one another, to secure all necessary consents,
approvals, authorizations, exemptions and waivers from third parties as shall be
required in order to consummate the transactions contemplated hereby, and shall
otherwise use their best efforts to cause such transactions to be consummated in
accordance with the terms and conditions hereof. At any time or from time to
time after the Closing Date, each party hereto, shall execute and deliver any
further instruments or documents and take all such further action as such
requesting party may reasonably request in order to consummate and document the
transactions contemplated hereby.

         8.4 CAPTIONS. The captions in this Agreement are for convenience only
and shall not be considered a part of or affect the constructing or
interpretation of any provision of this Agreement.

         8.5 SECTION REFERENCES. Unless otherwise noted, all section references
herein are to sections of this Agreement.

         8.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, including electronically transmitted counterparts, each of which
when so executed shall constitute an original copy hereof, but all of which
together shall constitute one agreement.

         8.7 SUCCESSORS AND ASSIGNS. Neither party shall have the right to
assign this Agreement.

         8.8 PARTIES IN INTEREST. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties to it and their respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any party to this
Agreement, nor shall any provision give any third persons any right of
subrogation or action over against any party to this Agreement.

         8.9 NOTICES. All notices, requests, demands and other communications
hereunder ("Notices") shall be in writing and shall be deemed to have been duly
given if delivered by hand or by registered or certified mail or upon fax notice
with confirmation of receipt, as follows:

If to Investor:                     Melton Management, Ltd.
                                    Jerusalem, Israel
                                    Attention:  Mr. Breitkope
                                    Fax:  011-972-2-652-1063

         with copies to:            Wall & Broad Equities
                                    Mr. Howard Bash
                                    Fax:  718-972-6803

If to the Company:                  Peregrine Pharmaceutical, Inc.
                                    14272 Franklin Avenue, Suite 100
                                    Tustin, California  92780
                                    Attn.:  President
                                    Fax:  714-838-5817


                                       10
<PAGE>

         with copy to:              Falk, Shaff & Ziebell
                                    Mr. Mark Ziebell
                                    Fax:  949-660-7799

or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
only be effective upon receipt. All Notices shall be deemed received on the date
of delivery or, if mailed, on the date appearing on the return receipt therefor.

         8.10 LAW GOVERNING. This Agreement shall be governed by, and construed
and enforced in accordance with the laws of the State of California, without
regard to its choice-of-laws or conflicts-of-law rules.

         8.11 SURVIVAL. The representations and warranties contained in this
Agreement shall survive the Closing Date indefinitely.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of date first above written.




                                            "The Company"
                                            Peregrine Pharmaceuticals, Inc.,
                                            a Delaware corporation

                                            By: /s/ Paul J. Lytle
                                                --------------------------------

                                            Name: Paul Lytle

                                            Title: CFO




                                            "Investor"
                                             Melton Management, Ltd


                                            By: /s/ Y. Breitkope
                                                --------------------------------

                                            Name: Y Breitkope

                                            Title: Director



                                       11
<PAGE>


                                    EXHIBIT I


                                   PUT NOTICE



         PEREGRINE PHARMACEUTICALS, INC. (the "Company") pursuant to the terms
of the Common Stock Purchase Agreement dated September 18, 2003 (the "Purchase
Agreement") hereby intends, subject to the Put Limit (as defined in the Purchase
Agreement), to elect to exercise a Put to sell the number of shares of Common
Stock of the Company specified below at a price per share specified below, to
Melton Management, Ltd., the Investor, as of the Put Closing Date written below.


                       Date of Put Notice:        __________________

                       Intended Put Date:         __________________

                       Intended Put Share Amount: __________________

                       Per Share Purchase Price:  __________________

                       Aggregate Purchase Price:  __________________

The undersigned executive officer of the Company, hereby certifies that the
representations and warranties in the Purchase Agreement are true and correct in
all material respects as of the date hereof.

By: ________________________________
Name: ______________________________
Title: _____________________________




AGREED AND ACCEPTED BY "INVESTOR"
--------------------------------------------------------------------------------

"Investor"
 Melton Management, Ltd

By: ______________________________              Date: ______________________

Name: ____________________________              Title: _____________________




                                       12
<PAGE>


                                   EXHIBIT II


                                   PUT NOTICE

         PEREGRINE PHARMACEUTICALS, INC. (the "Company") pursuant to the terms
of the Common Stock Purchase Agreement dated September 18, 2003 (the "Purchase
Agreement") hereby intends, subject to the Put Limit (as defined in the Purchase
Agreement), to elect to exercise a Put to sell the number of shares of Common
Stock of the Company specified below at a price per share specified below, to
Melton Management, Ltd., the Investor, as of the Put Closing Date written below.



                    Date of Put Notice:           __________________

                    Intended Put Date:            __________________

                    Intended Put Share Amount:    __________________

                    Per Share Purchase Price(1):  __________________

                    Aggregate Purchase Price:     __________________


(1) The above purchase price differs from that Price otherwise determinable
pursuant to Section 1.2. By signing below, each party agrees to the revise
purchase price.

The undersigned executive officer of the Company, hereby certifies that the
representations and warranties in the Purchase Agreement are true and correct in
all material respects as of the date hereof.

By: ________________________________
Name: ______________________________
Title: _____________________________




AGREED AND ACCEPTED BY "INVESTOR"
--------------------------------------------------------------------------------

"Investor"
 Melton Management, Ltd


By: ______________________________              Date: ______________________

Name: ____________________________              Title: _____________________


                                       13

</TEXT>
</DOCUMENT>
