Common use of COMPENSATION AND OTHER FEES Clause in Contracts

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agents hereunder, the Company agrees to pay to the Placement Agents: (A) The fees set forth below with respect to the Placement: A cash fee payable immediately upon the closing of the Placement and equal to 5% of the aggregate gross proceeds raised in the Placement. Such fee shall be payable 75% to R&R and 25% to PZ. (B) The fees set forth below if there is any financing of equity or debt or other capital raising activity of the Company (a “Financing”) within 6 months after the expiration or termination of this Agreement with any investors that were introduced to the Company by either of the Placement Agents pursuant to this Agreement: Cell Therapeutics, Inc. A cash fee payable immediately upon the closing of any portion of any Financing and equal to such percentage of the aggregate gross proceeds raised in such Financing from such investors as is agreed by the Company and the investment banker or bankers engaged for such Financing; divided 50% between R&R and PZ on the one hand (divided between them as set forth above) and 50% to the investment banker or bankers engaged by the Company in connection with such subsequent Financing on the other hand. Such “tail” fee shall only be payable in connection with any investor (or any affiliate of such investor) that has been contacted by the Placement Agents (or either of them) prior to giving notice of any termination of this Agreement, and listed on Schedule A prepared by the Placement Agents and approved by the Company and attached hereto at the time of execution of this Agreement. (C) The Company also agrees to reimburse the Placement Agents’ expenses (with supporting invoices/receipts) up to a joint maximum of $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agents Agent hereunder, the Company agrees to pay to the Placement AgentsAgent: (A) The fees set forth below with respect to the Placement: A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Such fee shall be payable 75% to R&R and 25% to PZ. (B) The fees set forth below if there is any financing of equity or debt or other capital raising activity of the Company (a “Financing”) within 6 months after the expiration or termination of this Agreement with any investors that were introduced to the Company by either of the Placement Agents Agent pursuant to this Agreement: Cell Therapeutics, Inc. A cash fee payable immediately upon the closing of any portion of any Financing and equal to such percentage of the aggregate gross proceeds raised in such Financing from such investors as is agreed by the Company and the investment banker or bankers engaged for such Financing; divided 50% between R&R and PZ on to the one hand (divided between them as set forth above) Placement Agent and 50% to the investment banker or bankers engaged by the Company in connection with such subsequent Financing on the other handFinancing. Such “tail” fee shall only be Cell Therapeutics, Inc. [04/11/2007] payable in connection with any investor (or any affiliate of such investor) that has been contacted by the Placement Agents (or either of them) Agent prior to giving notice of any termination of this Agreement, and listed on Schedule A prepared by the Placement Agents Agent and approved by the Company and attached hereto at the time of execution of this Agreement. (C) The Company also agrees to reimburse the Placement Agents’ Agent’s expenses (with supporting invoices/receipts) up to a joint maximum of $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agents Agent hereunder, the Company agrees to pay to the Placement AgentsAgent: (A) The fees set forth below with respect to the Placement: A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Such fee shall be payable 75% to R&R and 25% to PZ. (B) The fees set forth below if there is any financing of equity or debt or other capital raising activity of the Company (a “Financing”) within 6 months after the expiration or termination of this Agreement with any investors that were introduced to the Company by either of the Placement Agents Agent pursuant to this Agreement: Cell Therapeutics, Inc. A cash fee payable immediately upon the closing of any portion of any Financing and equal to such percentage of the aggregate gross proceeds raised in such Financing from such investors as is agreed by the Company and the investment banker or bankers engaged for such Financing; Cell Therapeutics, Inc. 07/__/2007 divided 50% between R&R and PZ on to the one hand (divided between them as set forth above) Placement Agent and 50% to the investment banker or bankers engaged by the Company in connection with such subsequent Financing on the other handFinancing. Such “tail” fee shall only be payable in connection with any investor (or any affiliate of such investor) that has been contacted by the Placement Agents (or either of them) Agent prior to giving notice of any termination of this Agreement, and listed on Schedule A prepared by the Placement Agents Agent and approved by the Company and attached hereto at the time of execution of this Agreement. (C) The Company also agrees to reimburse the Placement Agents’ Agent’s expenses (with supporting invoices/receipts) up to a joint maximum of $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.

COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by the Placement Agents hereunder, the Company agrees to pay to the Placement Agents: (A) The fees set forth below with respect to the Placement: A Agents a cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the PlacementPlacement (the “Placement Agents’ Fee”). Such fee shall be payable 75Additionally, a 6% to R&R and 25% to PZ. (B) The fees set forth below if there is any financing of equity or debt or other capital raising activity of the Company (a “Financing”) within 6 months after the expiration or termination of this Agreement with any investors that were introduced to the Company by either of the Placement Agents pursuant to this Agreement: Cell Therapeutics, Inc. A cash fee payable immediately upon the closing within 48 hours of any portion of any Financing and equal to such percentage of the aggregate gross proceeds raised in such Financing from such investors as is agreed by the Company and the investment banker or bankers engaged for such Financing; divided 50% between R&R and PZ on the one hand (divided between them as set forth above) and 50% to the investment banker or bankers engaged by the Company in connection with such subsequent Financing on the other hand. Such “tail” fee shall only be payable in connection with any investor (or any affiliate of such investor) that has been contacted by the Placement Agents (or either of them) prior to giving notice of any termination of this Agreement, and listed on Schedule A prepared by the Placement Agents and approved by the Company and attached hereto at the time of execution of this Agreement. (C) The Company also agrees to reimburse the Placement Agents’ expenses (with supporting invoices/receipts) up to a joint maximum of $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing receipt by the Company of any proceeds from the exercise of the warrants or options sold in the Placement that are solicited by either the Lead Placement Agent or the Co-Lead Placement Agent, respectively, and otherwise in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110 equal to 6% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”), provided however, the Warrant Solicitation Fee shall be reduced to the extent (and only to the extent) that the Placement Agents’ aggregate compensation for the Placement, as determined under FINRA Rule 5110, would otherwise exceed 8% as determined by FINRA. Fifty percent (50%) of all such compensation shall be paid to each of ▇▇▇▇▇▇ and FT Global, respectively. (B) The Placement Agents shall be entitled to a Placement Agents’ Fee, calculated in the manner provided in Section 1(A), with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom either Placement Agent had introduced, directly or indirectly, to the Company during the Term, if such Tail Financing is consummated at any time within the 6-month period following the expiration or termination of this Agreement (the “Tail Period”).

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agents Agent hereunder, the Company agrees to pay to the Placement AgentsAgent: (A) The fees set forth below with respect to the Placement: A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Such fee shall be payable 75% to R&R and 25% to PZ. (B) The fees set forth below if there is any financing of equity or debt or other capital raising activity of the Company (a “Financing”) within 6 months after the expiration or termination of this Agreement with any investors that were introduced to the Company by either of the Placement Agents Agent pursuant to this Agreement: Cell Therapeutics, Inc. A cash fee payable immediately upon the closing of any portion of any Financing and equal to such percentage of the aggregate gross proceeds raised in such Financing from such investors as is agreed by the Company and the investment banker or bankers engaged for such Financing; divided 50% between R&R and PZ on to the one hand (divided between them as set forth above) Placement Agent and 50% to the investment banker or bankers engaged by the Company in connection with such subsequent Financing on the other handFinancing. Such “tail” fee shall only be payable in connection with any investor (or any affiliate of such investor) that has been contacted by the Placement Agents (or either of them) Agent prior to giving notice of any termination of this Agreement, and listed on Schedule A prepared by the Placement Agents Agent and approved by the Company and attached hereto at the time of execution of this Agreement. (C) The Company also agrees to reimburse the Placement Agents’ Agent’s expenses (with supporting invoices/receipts) up to a joint maximum of $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agents Agent hereunder, the Company agrees to pay to the Placement AgentsAgent: (A) The fees set forth below with respect to the Placement: A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Such fee shall be payable 75% to R&R and 25% to PZ. (B) The fees set forth below if there is any financing of equity or debt or other capital raising activity of the Company (a “Financing”) within 6 months after the expiration or termination of this Agreement with any investors that were introduced to the Company by either of the Placement Agents Agent pursuant to this Agreement: Cell Therapeutics, Inc. A cash fee payable immediately upon the closing of any portion of any Financing and equal to such percentage of the aggregate gross proceeds raised in such Financing from such investors as is agreed by the Company and the investment banker or bankers engaged for such Financing; divided 50% between R&R and PZ on to the one hand (divided between them as set forth above) Placement Agent and 50% to the investment banker or bankers engaged by the Company in connection with such subsequent Financing on the other handFinancing. Such “tail” fee shall only be payable in Cell Therapeutics, Inc. 11/29/2007 connection with any investor (or any affiliate of such investor) that has been contacted by the Placement Agents (or either of them) Agent prior to giving notice of any termination of this Agreement, and listed on Schedule A prepared by the Placement Agents Agent and approved by the Company and attached hereto at the time of execution of this Agreement. (C) The Company also agrees to reimburse the Placement Agents’ Agent’s expenses (with supporting invoices/receipts) up to a joint maximum of $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agents Agent hereunder, the Company agrees to pay to the Placement AgentsAgent: (A) The fees set forth below with respect to the Placement: A cash fee payable immediately upon the closing of the Placement and equal to 56% of the aggregate gross proceeds raised in the Placement. Such fee shall be payable 75% to R&R and 25% to PZ. (B) The fees set forth below if there is any financing of equity or debt or other capital raising activity of the Company (a “Financing”) within 6 months after the expiration or termination of this Agreement with any investors that were introduced to the Company by either of the Placement Agents Agent pursuant to this Agreement: Cell Therapeutics, Inc. A cash fee payable immediately upon the closing of any portion of any Financing and equal to such percentage of the aggregate gross proceeds raised in such Financing from such investors as is agreed by the Company and the investment banker or bankers engaged for such Financing; divided 50% between R&R and PZ on to the one hand (divided between them as set forth above) Placement Agent and 50% to the investment banker or bankers engaged by the Company in connection with such subsequent Financing on the other handFinancing. Such “tail” fee shall only be Cell Therapeutics, Inc. December 20, 2007 payable in connection with any investor (or any affiliate of such investor) that has been contacted by the Placement Agents (or either of them) Agent prior to giving notice of any termination of this Agreement, and listed on Schedule A prepared by the Placement Agents Agent and approved by the Company and attached hereto at the time of execution of this Agreement. (C) The Company also agrees to reimburse the Placement Agents’ Agent’s expenses (with supporting invoices/receipts) up to a joint maximum of $20,000. Such reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement.