Compensation Committee Charter
Purpose

The primary purposes of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") is to: (a) establish the compensation policy of Peregrine Pharmaceuticals, Inc. (the "company"); (b) ensure that the compensation of the Board of Directors, Chief Executive Officer and other corporate officers of the company enables it to attract and retain high-quality leadership and is consistent with such policy; (c) review the performance and development of the company's Chief Executive Officer and other corporate officers in achieving company goals and objectives and to assure that senior executives of the company are compensated effectively in a manner consistent with the strategy of the company; and (d) produce an annual report on executive compensation for inclusion in the company's proxy statements, in accordance with applicable rules and regulations.

Composition of the Committee

The Committee will consist of not less than two directors, each of whom will satisfy the definition of "independent" under the listing standards of The Nasdaq Stock Market. All Committee members shall also be both a "non-employee director" within the meaning of Rule 16b-3 issued by the Securities and Exchange Commission ("SEC") and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code, as amended. Each appointed Committee member will be subject to annual reconfirmation and may be removed by the Board of Directors (the "Board") at any time.

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Committee Members

Chair Joseph Carleone Ph.D.
Committee Member Richard B. Hancock
Committee Member Gregory P. Sargen

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