LIMITED LIABILITY COMPANY
INTEREST ASSIGNMENT AGREEMENT
This Limited Liability Company Interest Assignment Agreement (this “ Assignment ”) is entered into as of
March 15, 2009 by and between Cell Therapeutics, Inc., a Washington corporation (“ CTI ”), and Spectrum
Pharmaceuticals, Inc., a Delaware corporation (“ SPPI ”). Capitalized terms used but not defined herein shall have
the meanings assigned to them in the LLC Agreement (as defined below).
A. CTI and SPPI have entered into the Amended and Restated Limited Liability Company Agreement of RIT
Oncology, LLC, a Delaware limited liability company (the “ LLC ”), dated December 15, 2008 (the “ LLC
B. Pursuant to Section 11.3 of the LLC Agreement, CTI has the right, subject to the terms and conditions
thereof, to exercise the Sale Option to sell all, but not less than all, of its Membership Interest to SPPI.
C. On February 20, 2009, CTI delivered written notice to SPPI of CTI’s exercise of the Sale Option.
D. In connection with the Sale Option, SPPI made payments to or on behalf of CTI as follows on March 2,
2009 (collectively, the “ Initial Payment ”): (i) Five Million Four Hundred Sixty-Nine Thousand Dollars
($5,469,000) to CTI; (ii) Seven Hundred Fifty Thousand Dollars ($750,000) to [***]; and (iii) Two Hundred
Eighty-One Thousand Dollars ($281,000) to [***], in the aggregate of Six Million Five Hundred Thousand Dollars
($6,500,000), which forms a part of the Sale Option Purchase Price (as defined below).
E. In connection with the consummation of the Sale Option, CTI has proposed, for its own business purposes,
that SPPI accelerate the payment of the remaining Sale Option Purchase Price on the terms set forth herein, and in
consideration thereof, CTI has agreed to, among other things, relinquish its rights to the Milestone Payments (as
defined in the Purchase and Formation Agreement, dated as of November 26, 2008, by and among CTI, SPPI
and the LLC (the “ Purchase and Formation Agreement ”)).
F. Based upo