EXHIBIT 99.3

               THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED
              UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
                 TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT

Warrant No. [  ]                                       Number of Shares: [     ]
                                                  (subject to adjustment)
Date of Issuance: March   , 2006

Original Issue Date (as defined in
subsection 2(a)): March   , 2006

                           NOVELOS THERAPEUTICS, INC.

                          COMMON STOCK PURCHASE WARRANT

                            (VOID AFTER MARCH   , 2011)

      Novelos Therapeutics, Inc., a Delaware corporation (the "Company"), for
value received, hereby certifies that [ ], or its registered assigns (the
"Registered Holder"), is entitled, subject to the terms and conditions set forth
below, to purchase from the Company, at any time or from time to time on or
after date that is 6 months after date of issuance and on or before 5:00 p.m.
(Eastern time) on March   , 2011 (the "Exercise Period"), [ ] shares of Common
Stock, $0.00001 par value per share, of the Company ("Common Stock"), at a
purchase price of $2.50 per share. The shares purchasable upon exercise of this
Warrant, and the purchase price per share, each as adjusted from time to time
pursuant to the provisions of this Warrant, are hereinafter referred to as the
"Warrant Shares" and the "Purchase Price," respectively. This Warrant is one of
a series of Warrants issued by the Company in connection with a private
placement of Common Stock and of like tenor, except as to the number of shares
of Common Stock subject thereto (collectively, the "Company Warrants").

      1.    Issuance of Warrant. This Warrant has been issued pursuant to that
certain Securities Purchase Agreement between the Company and the Registered
Holder dated as of March 2, 2006 (the "Purchase Agreement").

      2.    Exercise.

            (a)   Exercise for Cash. The Registered Holder may, at its option,
elect to exercise this Warrant, in whole or in part and at any time or from time
to time during the Exercise Period, by surrendering this Warrant, with the
purchase form appended hereto as Exhibit I duly executed by or on behalf of the
Registered Holder, at the principal office of the Company, or at such other
office or agency as the Company may designate, accompanied by payment in full,
in lawful money of the United States, of the Purchase Price payable in respect
of the number of Warrant Shares purchased upon such exercise. A facsimile
signature of the




Registered Holder on the purchase form shall be sufficient for purposes of
exercising this Warrant.

            (b)   Cashless Exercise.

                  (i)   At any time during the Exercise Period when the resale
      of the Warrant Shares by the Registered Holder is not registered pursuant
      to an effective registration statement filed with the Securities and
      Exchange Commission under the Securities Act of 1933, as amended (the
      "Securities Act"), the Registered Holder may, at its option, elect to
      exercise this Warrant, in whole or in part, on a cashless basis, by
      surrendering this Warrant, with the purchase form appended hereto as
      Exhibit I duly executed by or on behalf of the Registered Holder, at the
      principal office of the Company, or at such other office or agency as the
      Company may designate, by canceling a portion of this Warrant in payment
      of the Purchase Price payable in respect of the number of Warrant Shares
      purchased upon such exercise. In the event of an exercise pursuant to this
      subsection 2(b), the number of Warrant Shares issued to the Registered
      Holder shall be determined according to the following formula:

                  X = Y(A-B)
                      ------
                        A

      Where: X =  the number of Warrant Shares that shall be issued to the
                  Registered Holder;

      Y =         the number of Warrant Shares for which this Warrant is being
                  exercised (which shall include both the number of Warrant
                  Shares issued to the Registered Holder and the number of
                  Warrant Shares subject to the portion of the Warrant being
                  cancelled in payment of the Purchase Price);

      A =         the Fair Market Value (as defined below) of one share of
                  Common Stock; and

      B =         the Purchase Price then in effect.

                  (ii)  The Fair Market Value per share of Common Stock shall
      be determined as follows:

                        (1)   If the Common Stock is listed on a national
            securities exchange, the Nasdaq National Market, the Nasdaq SmallCap
            Market or another nationally recognized trading system as of the
            Exercise Date, the Fair Market Value per share of Common Stock shall
            be deemed to be the average of the high and low reported sale prices
            per share of Common Stock thereon on the trading day immediately
            preceding the Exercise Date (provided that if no such price is
            reported on such day, the Fair Market Value per share of Common
            Stock shall be determined pursuant to clause (2) below).




                        (2)   If the Common Stock is not listed on a national
            securities exchange, the Nasdaq National Market, the Nasdaq SmallCap
            Market or another nationally recognized trading system as of the
            Exercise Date, the Fair Market Value per share of Common Stock shall
            be deemed to be the amount most recently determined in good faith by
            the Board of Directors of the Company (the "Board") to represent the
            fair market value per share of the Common Stock (including without
            limitation a determination for purposes of granting Common Stock
            options or issuing Common Stock under any plan, agreement or
            arrangement with employees of the Company); and, upon request of the
            Registered Holder, the Board (or a representative thereof) shall, as
            promptly as reasonably practicable but in any event not later than
            10 days after such request, notify the Registered Holder of the Fair
            Market Value per share of Common Stock and furnish the Registered
            Holder with reasonable documentation of the Board's determination of
            such Fair Market Value. Notwithstanding the foregoing, if the Board
            has not made such a determination within the three-month period
            prior to the Exercise Date, then (A) the Board shall make, and shall
            provide or cause to be provided to the Registered Holder notice of,
            a determination of the Fair Market Value per share of the Common
            Stock within 15 days of a request by the Registered Holder that it
            do so, and (B) the exercise of this Warrant pursuant to this
            subsection 2(b) shall be delayed until such determination is made
            and notice thereof is provided to the Registered Holder.

            (c)   Exercise Date. Each exercise of this Warrant shall be deemed
to have been effected immediately prior to the close of business on the day on
which this Warrant shall have been surrendered to the Company as provided in
subsection 2(a) or 2(b) above (the "Exercise Date"). At such time, the person or
persons in whose name or names any certificates for Warrant Shares shall be
issuable upon such exercise as provided in subsection 2(d) below shall be deemed
to have become the holder or holders of record of the Warrant Shares represented
by such certificates.

            (d)   Issuance of Certificates. As soon as practicable after the
exercise of this Warrant in whole or in part, and in any event within 3 trading
days thereafter, the Company, at its expense, will cause to be issued in the
name of, and delivered to, the Registered Holder, or as the Registered Holder
(upon payment by the Registered Holder of any applicable transfer taxes) may
direct:

                  (i)   a certificate or certificates for the number of full
      Warrant Shares to which the Registered Holder shall be entitled upon such
      exercise plus, in lieu of any fractional share to which the Registered
      Holder would otherwise be entitled, cash in an amount determined pursuant
      to Section 4 hereof; and

                  (ii)  in case such exercise is in part only, a new warrant or
      warrants (dated the date hereof) of like tenor, calling in the aggregate
      on the face or faces thereof for the number of Warrant Shares equal
      (without giving effect to any adjustment therein) to the number of such
      shares called for on the face of this Warrant minus the number of Warrant
      Shares for which this Warrant was so exercised (which, in the case of an
      exercise pursuant to subsection 2(b), shall include both the number of
      Warrant Shares issued to the Registered Holder pursuant to such partial
      exercise and the number of




      Warrant Shares subject to the portion of the Warrant being cancelled in
      payment of the Purchase Price).

            (e)   Limitation on Exercise.

                  (i)   Notwithstanding anything to the contrary contained
      herein, the number of Warrant Shares that may be acquired by the
      Registered Holder upon any exercise of this Warrant (or otherwise in
      respect hereof) shall be limited to the extent necessary to insure that,
      following such exercise (or other issuance), the total number of shares of
      Common Stock then beneficially owned by such Registered Holder and its
      affiliates (as defined in Rule 144 of the Securities Act) and any other
      persons whose beneficial ownership of Common Stock would be aggregated
      with the Registered Holder's for purposes of Section 13(d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), does not
      exceed 4.9% of the total number of issued and outstanding shares of Common
      Stock (including for such purpose the shares of Common Stock issuable upon
      such exercise). For such purposes, beneficial ownership shall be
      determined in accordance with Section 13(d) of the Exchange Act and the
      rules and regulations promulgated thereunder. This provision shall not
      restrict the number of shares of Common Stock which a Registered Holder
      may receive or beneficially own in order to determine the amount of
      securities or other consideration that such Registered Holder may receive
      in the event of a reclassification, reorganization, merger or similar
      transaction as contemplated in Section 3 of this Warrant. By written
      notice to the Company, the Registered Holder may waive the provisions of
      this Section 2(e)(i) as to itself but any such waiver will not be
      effective until the 61st day after delivery thereof and such waiver shall
      have no effect on any other holder of Warrants.

                  (ii)  Notwithstanding anything to the contrary contained
      herein, the number of Warrant Shares that may be acquired by the
      Registered Holder upon any exercise of this Warrant (or otherwise in
      respect hereof) shall be limited to the extent necessary to insure that,
      following such exercise (or other issuance), the total number of shares of
      Common Stock then beneficially owned by such Registered Holder and its
      affiliates (as defined in Rule 144 of the Securities Act) and any other
      persons whose beneficial ownership of Common Stock would be aggregated
      with the Registered Holder's for purposes of Section 13(d) of the Exchange
      Act, does not exceed 9.9% of the total number of issued and outstanding
      shares of Common Stock (including for such purpose the shares of Common
      Stock issuable upon such exercise). For such purposes, beneficial
      ownership shall be determined in accordance with Section 13(d) of the
      Exchange Act and the rules and regulations promulgated thereunder. This
      provision shall not restrict the number of shares of Common Stock which a
      Registered Holder may receive or beneficially own in order to determine
      the amount of securities or other consideration that such Holder may
      receive in the event of a reclassification, reorganization, merger or
      similar transaction as contemplated in Section 3 of this Warrant. This
      restriction may not be waived.




      3.    Adjustments.

            (a)   Adjustment for Stock Splits and Combinations. If the Company
shall at any time or from time to time after the date on which this Warrant was
first issued (or, if this Warrant was issued upon partial exercise of, or in
replacement of, another warrant of like tenor, then the date on which such
original warrant was first issued) (the "Original Issue Date") effect a
subdivision of the outstanding Common Stock, the Purchase Price then in effect
immediately before that subdivision shall be proportionately decreased and the
number of Warrant Shares shall be proportionately increased. If the Company
shall at any time or from time to time after the Original Issue Date combine the
outstanding shares of Common Stock, the Purchase Price then in effect
immediately before the combination shall be proportionately increased and the
number of Warrant Shares shall be proportionately decreased. Any adjustment
under this paragraph shall become effective at the close of business on the date
the subdivision or combination becomes effective.

            (b)   Adjustment for Certain Dividends and Distributions. In the
event the Company at any time, or from time to time after the Original Issue
Date shall make or issue, or fix a record date for the determination of holders
of Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Purchase
Price then in effect immediately before such event shall be decreased as of the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record date, by multiplying the Purchase
Price then in effect by a fraction:

                  (i)   the numerator of which shall be the total number of
      shares of Common Stock issued and outstanding immediately prior to the
      time of such issuance or the close of business on such record date, and

                  (ii)  the denominator of which shall be the total number of
      shares of Common Stock issued and outstanding immediately prior to the
      time of such issuance or the close of business on such record date plus
      the number of shares of Common Stock issuable in payment of such dividend
      or distribution; provided, however, that if such record date shall have
      been fixed and such dividend is not fully paid or if such distribution is
      not fully made on the date fixed therefor, the Purchase Price shall be
      recomputed accordingly as of the close of business on such record date and
      thereafter the Purchase Price shall be adjusted pursuant to this paragraph
      as of the time of actual payment of such dividends or distributions.

            (c)   Adjustments for Other Dividends and Distributions. In the
event the Company at any time or from time to time after the Original Issue Date
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
securities of the Company (other than shares of Common Stock) or in cash or
other property (other than regular cash dividends paid out of earnings or earned
surplus, determined in accordance with generally accepted accounting
principles), then and in each such event provision shall be made so that the
Registered Holder shall receive upon exercise hereof, in addition to the number
of shares of Common Stock issuable hereunder, the kind and amount of securities
of the Company, cash or other property




which the Registered Holder would have been entitled to receive had this Warrant
been exercised on the date of such event and had the Registered Holder
thereafter, during the period from the date of such event to and including the
Exercise Date, retained any such securities receivable during such period,
giving application to all adjustments called for during such period under this
Section 3 with respect to the rights of the Registered Holder.

            (d)   Adjustment for Reorganization. If there shall occur any
reorganization, recapitalization, reclassification, consolidation or merger
involving the Company in which the Common Stock is converted into or exchanged
for securities, cash or other property (collectively, a "Reorganization"), then,
following such Reorganization, the Registered Holder shall receive upon exercise
hereof the kind and amount of securities, cash or other property which the
Registered Holder would have been entitled to receive pursuant to such
Reorganization if such exercise had taken place immediately prior to such
Reorganization. Notwithstanding the foregoing sentence, if (x) there shall occur
any Reorganization in which the Common Stock is converted into or exchanged for
anything other than solely equity securities, and (y) the common stock of the
acquiring or surviving company is publicly traded, then, as part of such
Reorganization, (i) the Registered Holder shall have the right thereafter to
receive upon the exercise hereof such number of shares of common stock of the
acquiring or surviving company as is determined by multiplying (A) the number of
shares of Common Stock subject to this Warrant immediately prior to such
Reorganization by (B) a fraction, the numerator of which is the Fair Market
Value (as defined in subsection 2(b)(ii) above) per share of Common Stock as of
the effective date of such Reorganization, and the denominator of which is the
fair market value per share of common stock of the acquiring or surviving
company as of the effective date of such transaction, as determined in good
faith by the Board (using the principles set forth in subsections 3(d)(i) and
3(d)(ii) to the extent applicable), and (ii) the exercise price per share of
common stock of the acquiring or surviving company shall be the Purchase Price
divided by the fraction referred to in clause (B) above. In any such case,
appropriate adjustment (as determined in good faith by the Board) shall be made
in the application of the provisions set forth herein with respect to the rights
and interests thereafter of the Registered Holder, to the end that the
provisions set forth in this Section 3 (including provisions with respect to
changes in and other adjustments of the Purchase Price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any securities, cash
or other property thereafter deliverable upon the exercise of this Warrant.

            (e)   Adjustment of Number of Warrant Shares and Purchase Price Upon
Issuance of Stock for Less than Purchase Price Per Share.

                  (i)   Issuance of Shares of Common Stock. In case after the
      date hereof, the Company shall issue any shares of Common Stock, other
      than upon the exercise of any securities, options or warrants issued by
      the Company which are convertible into, or exchangeable or exercisable
      for, directly or indirectly, shares of Common Stock ("Convertible
      Securities"), at a price per share less than the Purchase Price (as then
      in effect), then in each such event the number of Warrant Shares shall be
      adjusted upward to that number of Warrant Shares determined by the
      following formula, and the Purchase Price shall be decreased in proportion
      to the increase in the number of Warrant Shares:




                        A =     WSB x TA
                                --------
                              DISCOUNTED TA

      where:      A =    the adjusted Number of Warrant Shares;

      WSB =       the Number of Warrant Shares in effect immediately prior
                  to such event;

      TA =        the total number of shares of Common Stock outstanding on the
                  applicable date, including all shares of Common Stock issuable
                  upon exercise, conversion or exchange of Convertible
                  Securities outstanding on such date, whether or not
                  exercisable, convertible or exchangeable on such date
                  ("Outstanding Common Equivalent Shares"), immediately
                  following such event;

      DISCOUNTED
      TA =        the total number of Outstanding Common Equivalent Shares
                  immediately prior to such event plus the number of shares of
                  Common Stock which the aggregate issuance price of the total
                  number of shares of Common Stock issued in such event would
                  purchase at the Purchase Price.

                  (ii)  Issuance of Convertible Securities. In case after the
      date hereof, the Company shall issue any Convertible Securities and the
      minimum price per share for which shares of Common Stock are issuable
      pursuant to such Convertible Securities shall be less than the Purchase
      Price in effect immediately prior to the issuance of such Convertible
      Securities, then the total maximum number of shares of Common Stock
      issuable upon the exercise or conversion of all of such Convertible
      Securities shall be deemed to be outstanding and to have been issued or
      sold for purposes of Section 3(e) hereof for the minimum price per share
      as so determined.

      For purposes of the foregoing, the "the minimum price per share for which
shares of Common Stock are issuable pursuant to such Convertible Securities"
shall be determined by dividing (i) the total amount, if any, received or
receivable by the Company as consideration for the issuance of such Convertible
Securities, plus the minimum aggregate amount of additional consideration
payable to the Company upon the exercise or conversion of such Convertible
Securities, by (ii) the total maximum number of shares of Common Stock issuable
upon the exercise or conversion of all of such Convertible Securities.

      Subject to the following, no further adjustment of the number of Warrant
Shares or Purchase Price shall be made upon the actual issuance of shares of
Common Stock so deemed to have been issued. Upon the expiration or termination
of the exercise or conversion privileges of Convertible Securities for which any
adjustment was made pursuant to Section 3(e)(i) and this Section 3(e)(ii), or if
the price payable upon exercise or conversion or the rate of conversion of any
such Convertible Securities shall change at any time, then the number of Warrant
Shares and the Purchase Price shall be readjusted, and shall thereafter be such
number and price as would have prevailed had the number of Warrant Shares and
Purchase Price been originally adjusted (or had the original adjustment not been
required, as the case may be) on the basis of (i) the shares of Common Stock, if
any, actually issued upon the exercise or conversion of such Convertible
Securities and (B) the consideration actually received by the Company upon such
exercise or conversion plus the consideration, if any, actually received by the
Company for the issuance of




Convertible Securities. No such readjustment shall have the effect of decreasing
the number of Warrant Shares or increasing the Purchase Price by an amount in
excess of the amount of the adjustment initially made for the issuance of such
Convertible Securities.

                  (iii) Consideration Other Than Cash. In case the Company
      issues any shares of Common Stock or Convertible Securities for
      consideration part or all of which is in a form other than cash, the value
      of such consideration shall be as determined in good faith by the Board of
      Directors of the Company or, if the Registered Holder shall, in the
      exercise of its sole discretion, object to such determination, by an
      independent investment banking firm mutually selected by the Company and
      the Registered Holder (the cost of the engagement of such investment
      banking firm to be borne by the Company).

                  (iv)  Exceptions. The adjustment provisions of Sections
      3(e)(i) and (ii) shall not apply with respect to:

                        a.    the conversion or exercise of Convertible
                              Securities outstanding on the date hereof;

                        b.    the issuance of Common Stock upon conversion or
                              exercise of Convertible Securities for which an
                              adjustment has already been made pursuant to this
                              Section 3; and

                        c.    the issuance of up to 5,000,000 shares of Common
                              Stock (subject to adjustment for stock splits,
                              combinations, stock dividends and the like) or the
                              grant of options, warrants or other rights
                              exercisable therefor, whether issued or issuable
                              prior to or after the date hereof, to directors,
                              officers, employees, consultants and others
                              pursuant to any incentive or non-qualified stock
                              option plan or agreement, stock purchase plan or
                              agreement, stock issuance or restriction
                              agreement, stock ownership plan (ESOP), consulting
                              agreement, approved by a majority of the members
                              of the Board of Directors.

            (f)   Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Purchase Price pursuant to this Section 3, the
Company at its expense shall, as promptly as reasonably practicable but in any
event not later than 10 days thereafter, compute such adjustment or readjustment
in accordance with the terms hereof and furnish to the Registered Holder a
certificate setting forth such adjustment or readjustment (including the kind
and amount of securities, cash or other property for which this Warrant shall be
exercisable and the Purchase Price) and showing in detail the facts upon which
such adjustment or readjustment is based. The Company shall, as promptly as
reasonably practicable after the written request at any time of the Registered
Holder (but in any event not later than 10 days thereafter), furnish or cause to
be furnished to the Registered Holder a certificate setting forth (i) the
Purchase Price then in effect and (ii) the number of shares of Common Stock and
the amount, if any, of other securities, cash or property which then would be
received upon the exercise of this Warrant.




      4.    Fractional Shares. The Company shall not be required upon the
exercise of this Warrant to issue any fractional shares, but shall pay the value
thereof to the Registered Holder in cash on the basis of the Fair Market Value
per share of Common Stock, as determined pursuant to subsection 3(d) above.

      5.    Transfers, etc.

            (a)   Notwithstanding anything to the contrary contained herein,
this Warrant and the Warrant Shares shall not be sold or transferred unless
either (i) they first shall have been registered under the Securities Act of
1933, as amended (the "Act"), or (ii) such sale or transfer shall be exempt from
the registration requirements of the Act and the Company shall have been
furnished with an opinion of legal counsel, reasonably satisfactory to the
Company, to the effect that such sale or transfer is exempt from the
registration requirements of the Act. Notwithstanding the foregoing, no
registration or opinion of counsel shall be required for (i) a transfer by a
Registered Holder which is an entity to a wholly owned subsidiary of such
entity, a transfer by a Registered Holder which is a partnership to a partner of
such partnership or a retired partner of such partnership or to the estate of
any such partner or retired partner, or a transfer by a Registered Holder which
is a limited liability company to a member of such limited liability company or
a retired member or to the estate of any such member or retired member, provided
that the transferee in each case agrees in writing to be subject to the terms of
this Section 6, (ii) a transfer made in accordance with Rule 144 under the Act,
or (iii) a transfer to an affiliate as defined in Rule 144 under the Securities
Act that is an "accredited investor" as defined in Rule 501 of Regulation D
under the Securities Act.

            (b)   Each certificate representing Warrant Shares shall bear a
legend substantially in the following form:

      "The securities represented hereby have not been registered under the
      Securities Act of 1933, as amended, or any state securities laws and
      neither the securities nor any interest therein may not be offered, sold,
      transferred, pledged or otherwise disposed of except pursuant to an
      effective registration under such act or an exemption from registration,
      which, in the opinion of counsel reasonably satisfactory to counsel for
      this corporation, is available."

      The foregoing legend shall be removed from the certificates representing
any Warrant Shares, at the request of the holder thereof, at such time as they
become eligible for resale pursuant to Rule 144(k) under the Act or at such time
as the Warrant Shares are sold or transferred in accordance with the
requirements of a registration statement of the Company on Form S-3, or such
other form as may then be in effect.

            (c)   The Company will maintain a register containing the name and
address of the Registered Holder of this Warrant. The Registered Holder may
change its address as shown on the warrant register by written notice to the
Company requesting such change.

            (d)   Subject to the provisions of Section 6 hereof, this Warrant
and all rights hereunder are transferable, in whole or in part, upon surrender
of this Warrant with a properly executed assignment (in the form of Exhibit II
hereto) at the principal office of the Company (or,




if another office or agency has been designated by the Company for such purpose,
then at such other office or agency).

      6.    No Impairment. The Company will not, by amendment of its charter or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Registered Holder against impairment.

      7.    Notices of Record Date, etc. In the event:

            (a)   the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution, or to receive any right to subscribe for or
purchase any shares of stock of any class or any other securities, or to receive
any other right; or

            (b)   of any capital reorganization of the Company, any
reclassification of the Common Stock of the Company, any consolidation or merger
of the Company with or into another corporation, or any transfer of all or
substantially all of the assets of the Company; or

            (c)   of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the Company will send or
cause to be sent to the Registered Holder a notice specifying, as the case may
be, (i) the record date for such dividend, distribution or right, and the amount
and character of such dividend, distribution or right, or (ii) the effective
date on which such reorganization, reclassification, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Common Stock (or
such other stock or securities at the time deliverable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, transfer,
dissolution, liquidation or winding-up. Such notice shall be sent at least 10
days prior to the record date or effective date for the event specified in such
notice.

      8.    Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other securities, cash and/or property, as
from time to time shall be issuable upon the exercise of this Warrant.

      9.    Exchange or Replacement of Warrants.

            (a)   Upon the surrender by the Registered Holder, properly
endorsed, to the Company at the principal office of the Company, the Company
will, subject to the provisions of Section 6 hereof, issue and deliver to or
upon the order of the Registered Holder, at the Company's expense, a new Warrant
or Warrants of like tenor, in the name of the Registered Holder or as the
Registered Holder (upon payment by the Registered Holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces
thereof for the number of




shares of Common Stock (or other securities, cash and/or property) then issuable
upon exercise of this Warrant.

            (b)   Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and (in
the case of loss, theft or destruction) upon delivery of an indemnity agreement
(with surety if reasonably required) in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of this
Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

      10.   Notices. All notices and other communications from the Company to
the Registered Holder in connection herewith shall be sent by facsimile,
certified or registered mail, postage prepaid, or sent via a reputable
nationwide overnight courier service guaranteeing next business day delivery, to
the address last furnished to the Company in writing by the Registered Holder.
All notices and other communications from the Registered Holder to the Company
in connection herewith shall be sent by facsimile, certified or registered mail,
postage prepaid, or sent via a reputable nationwide overnight courier service
guaranteeing next business day delivery, to the Company at its principal office
set forth below. If the Company should at any time change the location of its
principal office to a place other than as set forth below, it shall give prompt
written notice to the Registered Holder and thereafter all references in this
Warrant to the location of its principal office at the particular time shall be
as so specified in such notice. All such notices and communications shall be
deemed delivered one business day after being sent via a reputable international
overnight courier service guaranteeing next business day delivery.

      11.   No Rights as Stockholder. Until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company. Notwithstanding the foregoing, in the event (i) the
Company effects a split of the Common Stock by means of a stock dividend and the
Purchase Price of and the number of Warrant Shares are adjusted as of the date
of the distribution of the dividend (rather than as of the record date for such
dividend), and (ii) the Registered Holder exercises this Warrant between the
record date and the distribution date for such stock dividend, the Registered
Holder shall be entitled to receive, on the distribution date, the stock
dividend with respect to the shares of Common Stock acquired upon such exercise,
notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend.

      12.   Amendment or Waiver. Any term of this Warrant may be amended or
waived (either generally or in a particular instance and either retroactively or
prospectively) with the written consent of the Company and the holders of
Company Warrants representing at least two-thirds of the number of shares of
Common Stock then subject to outstanding Company Warrants. Notwithstanding the
foregoing, (a) this Warrant may be amended and the observance of any term
hereunder may be waived without the written consent of the Registered Holder
only in a manner which applies to all Company Warrants in the same fashion, (b)
the number of Warrant Shares subject to this Warrant and the Purchase Price of
this Warrant may not be amended, and the right to exercise this Warrant may not
be waived, without the written consent of the Registered Holder (it being agreed
that an amendment to or waiver under any of the provisions of Section 3 of this
Warrant shall not be considered an amendment of the number of Warrant Shares or
the Purchase Price), and (c) no Registered Holder shall be paid any
consideration for agreeing to amend or




waive any term, condition or provision of this Warrant unless all Registered
Holders receive the same consideration. The Company shall give prompt written
notice to the Registered Holder of any amendment hereof or waiver hereunder that
was effected without the Registered Holder's written consent. No waivers of any
term, condition or provision of this Warrant, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such term, condition or provision.

      13.   Section Headings. The section headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.

      14.   Governing Law. This Warrant will be governed by and construed in
accordance with the internal laws of the State of New York (without reference to
the conflicts of law provisions thereof).

      15.   Facsimile Signatures. This Warrant may be executed by facsimile
signature.

                                  * * * * * * *




      EXECUTED as of the Date of Issuance indicated above.

                           NOVELOS THERAPEUTICS, INC.


                           By: /s/ Harry Palmin
                               -----------------------------------------------
                               Name:  Harry Palmin
                               Title:  President and Chief Executive Officer

ATTEST:

________________________




                                                                       EXHIBIT I

                                  PURCHASE FORM

To:   Novelos Therapeutics, Inc.                              Dated:____________

      The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ___), hereby elects to purchase (check applicable box):

            o     ____ shares of the Common Stock of Novelos Therapeutics, Inc.
                  covered by such Warrant; or

            o     ____ the maximum number of shares of Common Stock covered by
                  such Warrant pursuant to the cashless exercise procedure set
                  forth in subsection 2(b).

      The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant. Such payment takes
the form of (check applicable box or boxes):

            o     $______ in lawful money of the United States; and/or

            o     the cancellation of such portion of the attached Warrant as is
                  exercisable for a total of _____ Warrant Shares (using a Fair
                  Market Value of $_____ per share for purposes of this
                  calculation) ; and/or

            o     the cancellation of such number of Warrant Shares as is
                  necessary, in accordance with the formula set forth in
                  subsection 2(b), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares purchasable pursuant to the
                  cashless exercise procedure set forth in subsection 2(b).


                              Signature:_____________________________________

                              Address:_______________________________________

                                      _______________________________________




                                                                      EXHIBIT II

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED, ______________________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant (No. ____) with respect to the number of shares of Common Stock of
Novelos Therapeutics, Inc. covered thereby set forth below, unto:

Name of Assignee           Address               No. of Shares


Dated:____________________________       Signature:_____________________________

Signature Guaranteed:

By:_____________________________________

      The signature should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program) pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.