Common use of Submission to Jurisdiction; Appointment of Agent for Service Clause in Contracts

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell Therapeutics, Inc. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D. Title: President & Chief Executive Officer Accepted as of the date hereof: [INVESTOR] By: /s/ [Investor Representative] Name: Title: Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.5% Convertible Senior Notes due 2011 (CUSIP No. 150934 AJ6) (the “Notes”), and common stock, no par value (the “Common Stock”), issuable upon conversion of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of April 27, 2006 (the “Registration Rights Agreement”), between the Company and the investors signatory thereto. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: I. A. Full Legal Name of Selling Securityholder:

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell Therapeutics, Inc. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D. Title: President & Chief Executive Officer Accepted as of the date hereof: [INVESTOR] By: /s/ [Investor Representative] Name: Title: By: Name: Title: Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.5% Convertible Senior Notes due 2011 (CUSIP No. 150934 AJ6) (the “Notes”), and common stock, no par value (the “Common Stock”), issuable upon conversion of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) Shares in accordance with the terms of the Registration Rights Agreement, dated as of April 27October 31, 2006 2005 (the “Registration Rights Agreement”), between the Company by and the investors signatory thereto. A copy of the Registration Rights Agreement is available from among the Company, Linden Capital Partners, L.P. and Sunrise Partners Limited Partnership. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities Shares pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities Shares generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted SecuritiesShares, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th 3rd calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities Shares pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities Shares are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: I. A. Full Legal Name of Selling Securityholder:.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell Therapeutics, Inc. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D. ▇ Title: President Executive VP, Finance & Chief Executive Officer Administration Accepted as of the date hereof: [INVESTOR] By: /s/ [Investor Representative] Name: Title: Cell Therapeutics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.5% [5.75]% Convertible Senior Notes due 2011 (CUSIP No. 150934 AJ6[ ]) (the “Notes”), and common stock, no par value (the “Common Stock”), issuable upon conversion of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of April 27December 11, 2006 2007 (the “Registration Rights Agreement”), between the Company and the investors signatory thereto. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: I. A. Full Legal Name of Selling Securityholder: B. Full legal name of registered holder (if not the same as (a) above) through which Transfer Restricted Securities listed in (3) below are held: C. Full legal name of DTC participant (if applicable and if not the same as (b) above) through which Transfer Restricted Securities listed in Item III are held: D. Taxpayer identification or social security number of Selling Securityholder: II. Address for notices to Selling Securityholder: Telephone: Fax: Email: Contact Person: III. Beneficial ownership of Transfer Restricted Securities: A. Type of Transfer Restricted Securities beneficially owned, and principal amount of Notes or number of shares of Common Stock, as the case may be, beneficially owned: B. CUSIP No(s). of such Transfer Restricted Securities beneficially owned: C. Amount of Transfer Restricted Securities that the undersigned wishes to be included in the Shelf Registration Statement: IV. Beneficial ownership of the Company’s securities owned by the Selling Securityholder: EXCEPT AS SET FORTH BELOW IN THIS ITEM IV, THE UNDERSIGNED IS NOT THE BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER THAN THE TRANSFER RESTRICTED SECURITIES LISTED ABOVE IN ITEM III (“Other Securities”). A. Type and amount of Other Securities beneficially owned by the Selling Securityholder: B. CUSIP No(s). of such Other Securities beneficially owned: V. Relationship with the Company: Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. State any exception here:

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state State or federal Federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed National Registered Agents, Inc. as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or Federal court in The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and agrees to take any and all action, including the filing of any and all documents that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced necessary to continue such appointment in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgmentfull force and effect as aforesaid. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell Therapeutics, Schlumberger Limited By: /s/ Michel Soublin ------------------------- Name: Michel Soublin Title: Treasurer Accepted as of the date hereof: Citigroup Global Markets Inc. By: /s/ ▇▇▇▇▇ ▇. -▇▇▇▇▇▇ ▇▇▇▇▇ ----------------------------- Name: ▇▇▇▇-▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇, M.D. Title▇▇▇▇▇ & Co. /s/ ▇▇▇▇▇▇▇, Sachs & Co. ----------------------------- (▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) Appendix A Schlumberger Limited INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: President & Chief Executive Officer Accepted [DATE] The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in either the 1.500% Series A Convertible Debentures due June 1, 2023 or the 2.125% Series B Convertible Debentures due June 1, 2023 (collectively, the "Securities") of Schlumberger Limited (the "Company") are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the date hereof: Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [INVESTORDeadline for response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact [Name, address and telephone number of contact at the Issuer]. Schlumberger Limited Notice of Registration Statement and Selling Securityholder Questionnaire [Date] By: /s/ [Investor Representative] Name: Title: Cell Therapeutics, Inc. Schlumberger Limited (the “"Company”") has filed, or intends shortly to file, filed with the United States Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 or such other Form as may be available (the “"Shelf Registration Statement”") for the registration and resale under Rule 415 of the United States Securities Act of 1933, as amended (the “"Securities Act”"), of the Company’s 7.5's 1.500% Series A Convertible Senior Notes Debentures due 2011 (CUSIP No. 150934 AJ6) June 1, 2023 (the “Notes”)"Series A Debentures") and 2.125% Series B Convertible Debentures due June 1, 2023 (the "Series B Debentures" and, together with the Series A Debentures, the "Securities") and the shares of common stock, no par value $.01 per share (the “"Common Stock”"), issuable upon conversion of the Notes (the “Shares” and together with the Notesthereof, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of April 27June 9, 2006 2003 (the “"Registration Rights Agreement”"), between the Company and the investors signatory theretopurchasers named therein. A copy of the Registration Rights Agreement is available from the Companyattached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted In order to have Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration StatementStatement (or a supplement or amendment thereto), this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”)ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial Owners that owners of Registrable Securities who do not complete complete, execute and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below by such date (i) will not be named as Selling Securityholders selling securityholders in the Shelf Registration Statement and, therefore, will and (ii) may not be permitted to sell any Transfer Restricted Securities pursuant to use the Shelf Registration StatementProspectus forming a part thereof for resales of Registrable Securities. Certain legal consequences arise from being named as a Selling Securityholder selling securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder selling securityholder in the Shelf Registration Statement and the related Prospectus. The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: I. A. Full Legal Name of Selling Securityholder:.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell TherapeuticsConcord Communications, Inc. By: /s/ Melissa H. Cruz ------------------------------- Name: Melissa H. Cruz Title: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇President of Business Services, M.D. Title: President & Chief Executive Financial Officer and Treasurer Accepted as of the date hereof: [INVESTOR] Bear, Stearns & Co. Inc. By: /s/ [Investor Representative] NameStephen Parish ------------------------------------- ▇▇me: Stephen Parish Title: Cell TherapeuticsSenior Managing Director APPENDIX A CONCORD COMMUNICATIONS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE 3.0% CONVERTIBLE SENIOR NOTES DUE 2023 NOTICE Concord Communications, Inc. (the “"Company”") has filed, or intends shortly to file, with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 or such other Form as may be available (the “"Shelf Registration Statement”") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “"Securities Act”"), of the Company’s 7.5% 's Convertible Senior Notes due 2011 2023 (CUSIP No. 150934 AJ6206186AA6) (the “"Notes”"), and common stock, no par value $0.01 per share, ▇▇▇▇▇▇▇▇ upon conversion thereof (the “Common Stock”), issuable upon conversion of the Notes (the “"Shares” " and together with the Notes, the “"Transfer Restricted Securities”") in accordance with the terms of the Registration Rights Agreement, dated as of April 27December 8, 2006 2003 (the “"Registration Rights Agreement”), ") between the Company and the investors signatory thereto. Bear, Stearns & Co. Inc. A copy of the Registration Rights Agreement is available from avai▇▇▇▇▇ ▇rom the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice Election and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof PRIOR TO OR ON THE 20TH CALENDAR DAY FROM THE RECEIPT HEREOF (the “Notice "Election and Questionnaire Deadline”"). Beneficial Owners that do not complete and return this Notice Election and Questionnaire prior to the Notice Election and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: I. A. Full Legal Name of Selling Securityholder:.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell Therapeutics, Inc. CuraGen Corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D. ▇ Title: Executive Vice President & and Chief Executive Financial Officer Accepted as of the date hereof: [INVESTOR] Bear, ▇▇▇▇▇▇▇ & Co. Inc. By: /s/ [Investor Representative] ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Cell Therapeutics, Inc. Senior Managing Director CuraGen Corporation (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.5% Convertible Senior Subordinated Notes due 2011 (CUSIP No. 150934 AJ6▇▇▇▇▇▇▇▇▇) (the “Notes”), and common stock, no par value (the “Common Stock”)$0.01 per share, issuable upon conversion of the Notes thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of April 27February 17, 2006 2004 (the “Registration Rights Agreement”), ) between the Company and the investors signatory thereto. Bear, ▇▇▇▇▇▇▇ & Co. Inc. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: I. A. Full Legal Name of Selling Securityholder:.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell TherapeuticsImmunomedics, Inc. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D. ▇▇ Name: Title: President & Chief Executive Officer Accepted as of the date hereof: [INVESTOR] Bear, ▇▇▇▇▇▇▇ & Co. Inc. By: /s/ [Investor Representative] ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Cell TherapeuticsSenior Managing Director Immunomedics, Inc. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.5% Convertible Senior Notes due 2011 (CUSIP No. 150934 AJ6) 2006 (the “Notes”), and common stock, no par value (the “Common Stock”)$0.01 per share, issuable upon conversion of the Notes thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of April 27January , 2006 2004 (the “Registration Rights Agreement”), ) between the Company and the investors signatory thereto. Bear, ▇▇▇▇▇▇▇ & Co. Inc. A copy of the Registration Rights Agreement is available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice Election and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice Election and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice Election and Questionnaire prior to the Notice Election and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders in the Shelf Registration Statement and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the related Prospectus. The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: I. A. Full Legal Name of Selling Securityholder:.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state State or federal Federal court in The City the city of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Cell TherapeuticsSynaptics Incorporated By: /s/ Russell J. Knittel ------------------------------ Name: Russell J. Knittel T▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ President and Chief Financial Officer Accepted as of the date hereof: Bear, Stearns & Co. Inc. By: /s/ ▇Paul S. Rosica ----------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Namea Title: Senior Managing Director Credit ▇▇▇▇▇▇ ▇. ▇▇▇▇ Boston LLC By: /s/ John Metz ----------------------------- Name: John ▇▇▇, M.D. ▇ Title: President & Chief Executive Officer Accepted as Managing Director APPENDIX A SYNAPTICS INCORPORATED FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE 0.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 (the "Notes") of Synaptics Incorporated (the "Company" or "Registrant") or Common Stock, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the date hereof: [INVESTOR] By: /s/ [Investor Representative] Name: Title: Cell Therapeutics, Inc. (Company understands that the “Company”) Registrant has filed, filed or intends shortly to file, file with the U.S. Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 or such other Form as may be available (the “"Shelf Registration Statement”") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “"Securities Act”"), of the Company’s 7.5% Convertible Senior Notes due 2011 (CUSIP No. 150934 AJ6) (the “Notes”)Registrable Securities, and common stock, no par value (the “Common Stock”), issuable upon conversion of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of April 27December 7, 2006 2004 (the “"Registration Rights Agreement”"), between the Company and the investors signatory theretoinitial purchasers named therein. A copy of the Registration Rights Agreement is available from the CompanyCompany upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. To Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Transfer Restricted Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Registrable Securities generally will be required to be named as a Selling Securityholder selling securityholder in the related Prospectusprospectus, deliver a Prospectus prospectus to purchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Registrable Securities Act and be bound by those the provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as provisions described below). To be included in the Shelf Registration Statement, Beneficial owners that do not complete this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as Selling Securityholders selling securityholders in the Shelf Registration Statement and, therefore, prospectus and therefore will not be permitted to sell any Transfer Restricted Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a Selling Securityholder selling securityholder in the Shelf Registration Statement and the related Prospectusprospectus. Accordingly, holders and beneficial owners of Transfer Restricted Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder selling securityholder in the Shelf Registration Statement and the related Prospectus. The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, the Initial Purchaser, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, the Initial Purchaser, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: I. A. Full Legal Name of Selling Securityholder:prospectus.