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Cell Therapeutics, Inc. Announces Single Institutional Investor to Purchase $44.5 Million of Units Consisting of Senior Convertible Notes and Warrants
Date:7/23/2008

issued in connection with the $17.5 million of notes are also being surrendered to the Company and will be cancelled.

The new Notes have a $44.5 million initial principal balance and feature a make-whole provision entitling the holder, upon any conversion of the Notes, to receive the interest payable through scheduled maturity, less any interest paid before conversion. The Company expects to receive net proceeds of approximately $21.8 million from the portion of the notes funded this week, prior to depositing amounts in escrow for the make-whole provision and the repurchase of prior notes and warrants as described above, and a similar amount prior to August 25, 2008. The Notes will rank equal in right of payment with all existing and future unsecured senior indebtedness of the Company. Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), acted as the exclusive placement agent for the transaction.

This press-release contains forward-looking statements that involve a number of risks and uncertainties, the outcome of which could materially and/or adversely affect future results. The risks and uncertainties include that the investor might, if it breaches its agreement, not fund the remaining $22.25 million prior to August 25, 2008; the investor may choose not to purchase any of the additional warrant securities for $44.5 million or at all; the Company may not receive the necessary approvals to sell such additional securities on these terms; these transactions will be highly dilutive to our current stockholders; the Company continues to have a substantial amount of debt outstanding and the quarterly interest expense associated with the debt is significant; the Company's operating expenses continue
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