UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
 
 
FORM 8-K
 
 
 
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 14, 2016
 
 
 
 
 
 
  GALENA BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-33958
 
20-8099512
(State or other jurisdiction of incorporation or organization)
 
(Commission
File Number)

 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583
 
 
 
 
(Address of Principal Executive Offices) (Zip Code)

 
 
 
 
 
 
 
Registrant’s telephone number, including area code: (855) 855-4253

 
 
 
 
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 1.01
Entry Into A Material Definitive Agreement

On February 6, 2017, Galena Biopharma, Inc. (the “Company”) and Lincoln Park Capital Fund, LLC (“Lincoln Park”) amended the Purchase Agreement by and between the Company and Lincoln Park, dated November 18, 2014 as amended on August 8, 2016 (as amended, the “Purchase Agreement”). The amendment decreased the value of common stock of the Company (the “Common Stock”) that the Company may sell to Lincoln Park from $55,000,000 to $15,600,000, a reduction of $39,400,000 (the “Second Amendment”).
  
The foregoing description of the material terms of the Second Amendment is qualified in its entirety by the Second Amendment, a copy of which is filed as Exhibit 10.1 on this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 7, 2017, the Company and Thomas J. Knapp, amended (the “Knapp Amendment”) Mr. Knapp’s Offer Letter dated June 23, 2015 between the Company and Mr. Knapp. The Knapp Amendment extends the Offer Letter term until December 31, 2017, provides that Mr. Knapp will be given an annual salary of $341,445 with a 2017 target bonus percentage of 30%, and six months of severance pay if Mr. Knapp is terminated without cause. The Knapp Amendment also provides that if there is a change in control, and Mr. Knapp is terminated without cause, his compensation is significantly reduced, or he must relocate, he will be considered terminated by the Company and the Company will remain obligated to continue paying Mr. Knapp’s base salary for a period of twelve months, in addition to other benefits and payments due. In addition, the Knapp Amendment grants Mr. Knapp 10,000 shares of the Company’s Common Stock as allowed for under the Company’s 2016 Inventive Plan.

The foregoing description of the Knapp Amendment is qualified in its entirety by the Knapp Amendment, a copy of which is filed as Exhibit 10.2 on this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01
Other Events

On December 4, 2015, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”), SEC File No. 333-208330 (the “Registration Statement”), which registered an aggregate of $100,000,000 of securities, consisting of Common Stock, preferred stock, warrants, rights and units (collectively, the “Securities”) in unallocated amounts, except as set forth in prospectuses included in the Registration Statement. The Company had previously filed final prospectuses under the Registration Statement that covered Securities with a value of $99,806,500.00, resulting in Securities with a value of $193,500 remaining available for sale under the Registration Statement.

On December 23, 2015, the Company filed the final prospectus dated December 22, 2015 under the Registration Statement (the “Original Lincoln Park Prospectus”) relating to the potential sale of up to $42,194,000 of Common Stock to Lincoln Park pursuant to the Purchase Agreement. As of the date of this Current Report on Form 8-K, the Company has sold or reserved for issuance $792,150 of Common Stock under the Original Lincoln Park Prospectus.

On February 6, 2017, the Company and Lincoln Park entered into the Second Amendment described in Item 1.01. As a result of the Second Amendment, the Company will file a prospectus supplement under the Registration Statement (the “Amended Lincoln Park Prospectus”) as soon as practicable to reduce by $39,400,000 the value of the Common Stock that may be sold under the Amended Lincoln Park Prospectus pursuant to the Purchase Agreement, as amended by the First Amendment and the Second Amendment. The dollar amount of the reduction in value of Securities is again available to be sold pursuant to the Registration Statement. Until such time as the Amended Lincoln Park Prospectus is filed with the SEC, the Company will not issue and sell any shares of Common Stock under the Original Lincoln Park Prospectus and the Purchase Agreement, as amended.





On January 7, 2016, the Company filed a final prospectus dated January 7, 2016 under the Registration Statement relating to the sale of Common Stock and warrants with an aggregate price to the public of $21,750,000, plus additional Common Stock and warrants in the amount of $3,262,500 (the “Over-Allotment Amount”) in connection with a 30-day option granted to the underwriters to cover over-allotments, if any (the “Over-Allotment Option”). The Over-Allotment Option expired unexercised. Accordingly, the Over-Allotment Amount is again available for sale pursuant to the Registration Statement.

On December 14, 2016, the Company and JGB Newton Ltd., a Cayman Islands exempted company (the “Investor”) entered into a waiver (the “Waiver”) that amended the Securities Purchase Agreement dated May 10, 2016 between the Company and the Investor, as amended on August 22, 2016 (the “SPA”). Under the terms of the SPA the Company sold to the Investor a secured convertible debenture (the “Debenture”), in the principal amount of $25,350,000. The Waiver provides that solely with respect to the calendar months of December 2016, January 2017, February 2017 and March 2017 (collectively, the “Specified Months”), the Investor waives, subject to certain delineated exceptions, the requirement of paragraph (i) of the definition of “Equity Conditions” set forth in Section 1 of the Debenture, thereby continuing to allow the Company to deliver shares of its Common Stock in respect to a portion of its amortization obligation under the Debenture. Furthermore, the waiver sets out a Monthly Allowance for each Specified Month equal to $1,500,000 and required the Company to withdraw all cash and/or cash equivalents in excess of eighteen million five hundred thousand dollars ($18,500,000) from certain accounts and deposit such funds into an account in a form acceptable to the Investor, to be executed by the Company, U.S. Bank, N.A. and SVB Asset Management such that the Company requires the prior written consent of the Investor for certain withdrawals. The Waiver also grants the Investor special redemption rights depending upon the price of our common stock, including the right to redeem the debenture.

The foregoing description of the material terms of the Waiver is qualified in its entirety by the Waiver, a copy of which is filed as Exhibit 10.3 on this Current Report on Form 8-K and are incorporated herein by reference.

 
Item 9.01
Financial Statements and Exhibits

(d) Exhibits
10.1
Second Amendment to the Purchase Agreement by and between the Galena Biopharma, Inc. and Lincoln Park Capital Fund, LLC, dated as of February 6, 2017
 
 
10.2
Third Amendment to Offer Letter between Galena Biopharma, Inc. and Thomas J. Knapp, dated as of January 31, 2017.
 
 
10.3
Waiver dated December 14, 2016 to the Securities Purchase Agreement, dated as of May 10, 2016 by and between Galena Biopharma Inc. and JGB Newton, Ltd.
 
 
 







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GALENA BIOPHARMA, INC.
 
 
 
 
 
 
Date:
 
February 7, 2017
 
 
 
By:
 
/s/ Stephen Ghiglieri
 
 
 
 
 
 
 
 
Executive Vice President & Chief Financial Officer





Exhibit 10.1
SECOND AMENDMENT TO PURCHASE AGREEMENT
This SECOND Amendment to Purchase Agreement, dated as of February 6, 2017 (the “Second Amendment”), by and between Galena Biopharma, Inc., a Delaware corporation (the “Company”), and Lincoln Park Capital Fund, LLC, an Illinois limited liability company (the “Investor”), amends the Purchase Agreement, dated as of November 18, 2014 (as amended by amendment dated August 8,2016), by and between the Company and the Investor (the “Purchase Agreement”).
WITNESS:
WHEREAS, the Company and the Investor wish to further amend the Purchase Agreement to reduce the remaining shares of Common Stock that may be purchased by the Investor thereunder to approximately Two Million Dollars ($2,000,000).
NOW, THEREFORE , for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:
Defined Terms . Defined terms used herein but not otherwise defined shall have the meaning in the Purchase Agreement.
Available Amount . The definition of Available Amount in Section 1(g) of the Purchase Agreement is hereby amended by deleting “Fifty-Five Million Dollars ($55,000,000)” and inserting therefor “Fifteen Million Six Hundred Thousand Dollars ($15,600,000).”
Prospectus Supplement . The Company shall promptly file a Prospectus Supplement to the Registration Statement reflecting the reduction in the amount of shares of Common Stock available to be purchased by the Investor under the Purchase Agreement. The Investor shall have the right to review such Prospectus Supplement as provided in Section 5(k) of the Purchase Agreement.
4.      Notices . Section 12(f) of the Purchase Agreement is amended so that notices to the Company will be address or directed as follows:
Galena Biopharma Inc., 2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583; attention: Thomas J. Knapp, Acting General Counsel; telephone: 301-717-3129; email: tknapp@galenabiopharma.com .
With a copy to:
Paul Hastings LLP, 55 2nd Street, 23rd Floor, San Francisco, CA 94105; attention: Thomas R. Pollock; telephone: 415-856-7047; email: thomaspollock@paulhastings.com.




1.      Full Force and Effect; No Other Amendment . Except as expressly set forth above, all other terms and conditions of the Purchase Agreement, including, without limitation, the covenants set forth in Section 5(q) of the Purchase Agreement, shall remain in full force and effect, without any amendment, alteration or change thereto.
2.      Governing law . This Second Amendment shall be governed by the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois.
3.      Counterparts . This Second Amendment may be executed in counterparts, all of which taken together shall constitute one and the same original and binding instrument and shall become effective when all counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.
IN WITNESS WHEREOF, the parties hereto have signed this Second Amendment on the date first above written.
GALENA BIOPHARMA INC.
By: /s/ Thomas J. Knapp                         
Name: Thomas J. Knapp                         
Title: Interim General Counsel and Corporate Secretary                         

LINCOLN PARK CAPITAL FUND, LLC



By: Lincoln Park Capital, LLC         
By: Alex Noah Investors, Inc.         
Name: /s/ Jonathan Cope             
Title: President                 













Exhibit 10.2
Third Amendment to Offer Letter between Galena Biopharma, Inc. and Thomas J. Knapp

This third amendment (“Third Amendment”) to the Offer Letter dated June 23, 2015 between Galena Biopharma, Inc. and Thomas J. Knapp (“Offer Letter”) is made this January 31, 2017 and amends the Offer Letter with the following provisions:

1.
The term of the Third Amendment (“Third Amendment Term”) will commence on April 1, 2017 and end on December 31, 2017, unless sooner terminated as provide in the Offer Letter or is extended by mutual agreement.
2.
During the Third Amendment Term, the salary shall be $28,453.76 ($341,445 annualized) per month (prorated for any period of less than a full month), payable in accordance with our standard payroll practices and subject to deductions for applicable federal, state and local withholding.
3.
You will be paid a 2017 bonus based on a target bonus percentage of 30% payable on or before December 31, 2017.
4.
In the event you are terminated without Cause during the Second Amendment Term or Third Amendment Term; provided, however, that Employer shall remain obligated to continue paying your base salary at the time of termination for a period of six months following the termination. Upon any termination, Employee shall be entitled to payment of any unused vacation time (only as accrued as of the date of such termination as provided in this Agreement and in accordance with applicable law) and reimbursement of business expenses accrued but unpaid as of the date of termination. If during the Second Amendment Term or Third Amendment Term, there is a Change of Control of Employer and (i) the Employee is terminated without Cause, (ii) the compensation, benefits, title, or duties of Employee under this Agreement are significantly reduced, or (iii) Employee must relocate more than 50 miles from his current residence, Employee shall be considered terminated by Employer without Cause and Employer or any successor to Employer shall remain obligated to continue paying your base salary at the time of termination for a period of twelve months following the date of termination, with all of the benefits and payments due Employee as detailed in this Section.
a.
Cause shall mean any of the following:
(i)
Employee's breach of any material term of this Agreement, including its Exhibits; provided that the first occasion of any particular breach shall not constitute Cause unless Employee shall have previously received written notice from Employer stating the nature of such breach and affording Employee at least ten days to correct such breach;
(ii)
Employee s conviction of, or plea of guilty or nolo contendere to, any felony or other crime of moral turpitude;




(iii)
Employee's act of fraud or dishonesty injurious to Employer or its reputation;
(iv)
Employee's continual failure or refusal to perform his material duties as required under this Agreement after written notice from Employer stating the nature of such failure or refusal and affording Employee at least ten days to correct the same;
(v)
Employee's act or omission that, in the reasonable determination of Employer's Board (or a Committee of the Board), indicates alcohol or drug abuse by Employee; or
(vi)
Employee's act or personal conduct that, in the judgment of the Board (or a Committee of the Board), gives rise to a material risk of liability of Employee or Employer under federal or applicable state law for discrimination, or sexual or other forms of harassment, or other similar liabilities to subordinate employees.
b.
Change of Control shall mean any of the following transactions, provided, however, that the Company shall determine whether multiple or successive transactions are related to constitute a Change in Control, and its determination shall be final, binding and conclusive: (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-­‐3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; (2) the consummation of the sale, liquidation or disposition by the Company of all or substantially all of the Company's assets; or
(3) the consummation of a merger, consolidation, reorganization or other corporation transaction involving the Company, in each case, in which the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such transaction.
5.
The Company will grant you under its 2016 Incentive Plan (the “2016 Plan”), a non-­‐qualified stock option to purchase up to 10,000 shares of common stock of the Company. The option will have an exercise price equal to the closing price of our common stock on the date of grant, will vest in equal monthly installments over Third Amendment Term, beginning 1 month from the date of grant, so long as you remain in the Company’s continuous service through each monthly vesting date, and be on such other terms and provisions as are contained in the Company’s standard-­‐form nonqualified stock option agreement under the 2016 Plan.
This offer letter and any dispute concerning the validity, enforceability or interpretation of this offer letter or the terms of your employment will be




Governed by the internal laws of the State of California without regard to conflict-­‐of-­‐law principles.

All other terms in the Offer Letter shall remain in full force and effect.
Galena Biopharma, Inc.    Thomas J. Knapp
/s/ Stephen Ghighlieri      /s/ Thomas J. Knapp
By:    Stephen Ghiglieri    Date: February 7, 2017
Title: Executive Vice President,
Chief Financial Officer
Date: February 7, 2017







Exhibit 10.3
WAIVER
This Waiver (this “ Agreement ”), dated as of December 14, 2016, is made by and between JGB (Cayman) Newton Ltd. (the “ Holder ”), JGB Collateral, LLC, as agent for the Holder ( “ Agent ”), Galena Biopharma, Inc., a Delaware corporation (the “ Company ”), and each Guarantor (as defined below) signatory hereto.
WHEREAS, the Holder and the Company have entered into a Securities Purchase Agreement dated as of May 10, 2016 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “ Securities Purchase Agreement ”), whereby the Company issued and sold to the Holder, and the Holder purchased from the Company, a 9% Original Issue Discount Senior Secured Convertible Debenture in the original principal amount of $25,350,000 (as amended and restated on August 22, 2016, the “ Debenture ”);
WHEREAS, the Company’s obligations under the Debenture and the other Transaction Documents (as defined in the Securities Purchase Agreement) are unconditionally guaranteed by each of the entities executing this Agreement as a guarantor (collectively, the “ Guarantors ” and each a “ Guarantor ”) pursuant to a subsidiary guaranty dated May 10, 2016 (the “ Subsidiary Guaranty ”);
WHEREAS, as security for all of the indebtedness and obligations due to Holders under the Debenture and the other Transaction Documents (collectively, the “ Obligations ”), Company and the Guarantors executed and delivered to the Agent a Security Agreement dated as of May 10, 2016 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “ Security Agreement ”), granting to the Agent on behalf of Holder a security interest in the collateral, as defined in the Security Agreement (the “ Collateral ”); and
WHEREAS, an Equity Conditions Failure (as defined in the Debenture) has occurred and is continuing as a result of the VWAP (as defined in the Debenture) for the Common Stock not being at least $4.00 per share (the “ Specified ECF ”) and the Company and the Guarantors have requested that the Holder waive the Specified ECF subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Definitions . Capitalized terms used and not defined in this Agreement shall have the respective meanings given them in the Debenture.
Borrower and Guarantor Acknowledgments . The Company and the Guarantors acknowledge and agree that:
Transaction Documents . The Debenture, the Securities Purchase Agreement, the Subsidiary Guaranty, the Security Agreement, this Agreement, the other Transaction Documents and all other agreements, instruments and other documents executed in



connection with or relating thereto (collectively, the “ Debenture Documents ”) are legal, valid, binding and enforceable against the Company and Guarantors in accordance with their terms.
Obligations . The respective obligations of the Company and the Guarantors under the Debenture Documents are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever.
Collateral . The Agent (on behalf of the Holder) has valid, enforceable and perfected first priority security interests in and liens on the Collateral (as defined in the Security Agreement), as to which there are no setoffs, deductions, claims, counterclaims or defenses of any kind or character whatsoever. Nothing contained herein shall impair or limit the continuation of the Agent’s liens and security interests in the Collateral or the continued perfection or priority thereof.
Holder Conduct . The Holder and the Agent have fully and timely performed all of its obligations and duties in compliance with the Debenture Documents and applicable law, and has acted reasonably, in good faith and appropriately under the circumstances.
Waiver of Specified ECF . Solely with respect to the calendar months of December 2016, January 2017, February 2017 and March 2017 (collectively, the “ Specified Months ”), Holder hereby waives the requirement of paragraph (i) of the definition of “Equity Conditions” set forth in Section 1 of the Debenture; provided , however , that, the foregoing waiver shall be subject to the following conditions: (a) with respect to each Specified Month, the VWAP of the Common Stock is not less than $1.00 per share (appropriately adjusted for any stock split, stock dividend, stock combination, stock buy-back or other similar transaction) on any Trading Day of such Specified Month, (b) no Event of Default has occurred and is continuing, and (c) the Company’s Cash on Hand exceeds the outstanding principal amount of the Debenture by at least $10,000,000 (clauses (a) – (c), the “ Waiver Conditions ”); provided, further , however , that, notwithstanding anything set forth in the Debenture to the contrary. Holder shall be entitled, at its option, to receive a portion of the Monthly Allowance for each Specified Month up to $1,000,000 in cash notwithstanding that the Debenture may be deemed to be Stock On. For the avoidance of doubt, in the event that any Waiver Condition fails to be satisfied during any Specified Month, the Debenture shall automatically be Stock Off for the remainder of such calendar month and the Holder shall be entitled to receive the entire Monthly Allowance for such Specified Month in cash (but may still request shares of Common Stock). Notwithstanding the foregoing waiver, the Company may not exercise the Company Force Right so long as the Equity Conditions are not satisfied precisely as written in the Debenture without regard to this Agreement.
Monthly Allowance for Specified Months . The parties agree that the Monthly Allowance for each Specified Month shall be an amount equal $1,500,000 per Specified Month. The Holder intends to redeem $1,500,000 of the Debenture during each Specified Month, but (for the avoidance of doubt) Holder shall be under no obligation to do so. Far the avoidance of doubt, the Company may not increase the Monthly Allowance during the Specified Months without the prior written consent of the Holder.
Condition Subsequent . Within fifteen (15) calendar days of the date hereof, the Company shall (a) withdraw from the Account all cash and/or Cash Equivalents in excess of eighteen million five hundred thousand dollars ($18,500,000) and deposit such funds into a separate



account (“ Separate Account ”) and (b) cause an amendment to the Securities Account Control Agreement, in a form acceptable to the Holder, to be executed by the Company, U.S Bank, N.A. and SVB Asset Management such that the Company may not make withdrawals from the Account without the prior written consent of the Holder. For the avoidance of doubt, after such time that the outstanding Principal Amount of the Debenture is less than $18,500,000, the Holder shall, on a monthly basis, provided that no Event of Default has occurred and is continuing, provide written instructions in accordance; with the Securities Account Control Agreement, as amended, with respect to the Account to wire transfer within three (3) Business Days after the end of the month any funds in excess of the outstanding Principal Amount of the Debenture to an account of the Company identified to the Holder in writing. The Company and the Agent will enter into a standard account control with respect to the Separate Account as soon as possible after the date hereof.
Special Redemption Rights . With respect to each calendar month, if the price per share of Common Stock on a principal Trading Market (including any intra-Trading Day Price) at any point in time of any Trading Day exceeds the closing price per share of the common Stock on the immediately preceding Trading Day by more than twenty-five percent (2 5%), regardless if the Debenture is Stock On or Stock Off, the Holder, at its option, may redeem any portion of the outstanding principal amount of the Debenture in Common Stock (the “ Special Redemption ”) in accordance with Section 4(a) of the Debenture The Special Redemption shall be in addition to the Monthly Allowance. In any calendar month in which the Holder elects to make a Special Redemption, all Holder Redemptions during such calendar month subsequent to such Special Redemption, shall, provided that the Waiver Conditions are satisfied, be made in shares of Common Stock, not cash.
Modification to the Debenture . The Company, the Agent and the Holder hereby agree that the reference to “three (3) Holder Redemption Notices in Section 4(a)(i)(D) of the Debenture shall be replaced with “five (5) Holder Redemption Notices.”
Limitation of Waiver; No Modification .
Limitation of Waiver . The waiver set forth above shall be limited precisely as written and relates solely to clause (i) of the definition of “Equity Conditions” set forth in Section 1 of the Debenture and solely with respect to the Specified Months in the manner and to the extent described above and nothing in this Agreement shall be deemed to:
constitute a waiver of compliance by the Company or any Guarantor with respect to any other term, provision or condition of the Debenture or any other Debenture Document, or any other instrument or agreement referred to therein; or
prejudice any right or remedy that the Holder at any time under the Debenture may now have or may have in the future under or in connection with the Debenture or any other Debenture Document, or any other instrument or agreement referred to therein.
No Modification . Other than Section 7 of this Agreement, nothing contained in this Agreement shall be deemed or construed to amend, supplement or modify the Debenture Agreement or otherwise affect the rights and obligations of any party thereto, all of which remain in full force and effect.



Representations, Warranties and Covenants . The Company and each Guarantor represents and warrants to the Holder that, as of the date hereof that (1) no Event of Default under the Debenture has occurred or is continuing, (2) the Company and each Guarantor has complied in all material respects with their respective obligations under the Debenture Documents, and (3) the Company’s execution and delivery of this Agreement does not conflict with, and will not result in a default or violation under, any other agreement or instrument to which the Company or any Guarantor is a party.
Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the Company, each Guarantor and the Holder, and each of their respective successors and assigns.
Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The parties agree that the state and federal courts located in New York County, New York shall have exclusive jurisdiction over any action, proceeding or dispute arising out of this Agreement and the parties submit to the personal jurisdiction of such courts.
Counterparts . This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.
Disclosure . The Company confirms that neither it nor any other person or entity acting on its behalf has provided Holder or its counsel with any information that constitutes or might constitute material, nonpublic information.
[ Signature Page Follows .]




IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.



Galena Biopharma, Inc.,
as Company
By:     _/s/ Mark W. Schwarz____
Name: Mark W. Schwartz, Ph.D.
Title: President & CEO


Apthera, Inc., as Guarantor


By__ _/s/ Mark W. Schwarz____
Name: Mark W. Schwartz, Ph.D.
Title: President & CEO


Mills Pharmaceuticals, LLC, as Guarantor

By__ _/s/ Mark W. Schwarz____ _
Name: Mark W. Schwartz, Ph.D.
Title: President & CEO


JGB (Cayman) Newton Ltd., as Holder

By__ _/s/ Brett Cohen____
Name: Brett Cohen
Title: President & CEO
JGB Collateral LLC, as Agent
By____ s/ Brett Cohen____
Name: Brett Cohen
Title: President