Agreement To Provide Escrow And Paying Agent Services, Dated April 30, 2008

Exhibit 10.1

AGREEMENT TO PROVIDE

ESCROW AND PAYING AGENT SERVICES FOR CELL THERAPEUTICS, INC

THIS AGREEMENT TO PROVIDE ESCROW AND PAYING AGENT SERVICES (this " Agreement" ) is entered into by and between CELL THERAPEUTICS, INC., a Washington corporation (herein called the " Issuer" ) and U.S. BANK NATIONAL ASSOCIATION (herein called " U.S. Bank" ) as of April 30, 2008. Terms not otherwise defined herein shall have the meaning set forth in the Indenture (as defined below). WHEREAS, the Issuer has agreed to issue $36,000,000 aggregate principal amount of its 13.5% Convertible Notes due 2014 (the " Securities" ) pursuant to that certain Securities Purchase Agreement dated as of April 29, 2008 (the " Purchase Agreement" ), by and between the Issuer and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a " Holder" and collectively the " Holders" );

WHEREAS, the Securities are issued pursuant to the terms and conditions of an Indenture (the " Indenture" ), dated April 30, 2008, between the Company and U.S. Bank, as trustee (the " Trustee" );

WHEREAS, upon the closing of the Purchase Agreement, the Holders shall deposit with U.S. Bank funds equal to $36,455,696 (the " Escrow Amount" ) pursuant to the wire instructions attached hereto as Exhibit A ;

WHEREAS, pursuant to the terms and conditions of the Indenture, semi-annual interest payments (each an " Interest Payment" ) will be made on May 15 and November 15 of each year or, if not a Business Day, the next Business Day thereafter to the Holders, payable from the Escrow Amount; and

WHEREAS, pursuant to the terms and conditions of the Indenture, upon the voluntary conversion of the Securities by the Holders prior to April 30, 2014, the converting Holder shall receive $810 per $1,000 of Securities so converted (the " Make-Whole Payment" ), payable from the Escrow Amount; and

WHEREAS, the Issuer has appointed U.S. Bank to act as Paying Agent for payments from the Escrow Amount to the Holders.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Issuer and U.S. Bank agree as follows:

1. U.S. Bank is hereby appointed, and hereby accepts such appointment, to serve as paying agent hereunder solely in accordance with the terms and subject to the conditions of this Agreement.

2. The Issuer shall deliver the Escrow Amount to U.S. Bank by wire transfer to the account designated in Exhibit A , attached hereto. U.S. Bank shall hold and safeguard the Escrow Amount and shall hold the Escrow Amount in a separate escrow account and dispose of the Escrow Amount only in accordance with the terms of this Agreement.

3. Unless in receipt of a properly executed notice(s) of conversion (the " Conversion Notice(s)" ), on May 15 and November 15 of each year, U.S. Bank shall cause payment of the Interest Payment to be delivered to each requisite Holder or DTC on behalf of such requisite Holder on the Interest Payment


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Date. Such payment shall be calculated pursuant to the Indenture. Following delivery of a Make-Whole Payment as set forth in Section 4 below, the Company shall no longer be obligated to provide for payment of additional Interest Payments as set forth herein.

4. Subject to the automatic conversion provisions of the Indenture or the receipt of a Conversion Notice for any requisite Holder on or prior to the Termination Date (such notice to be in a form reasonably satisfactory to U.S. Bank and also to be sent by the Holder to the Issuer so that the Issuer can determine and, if applicable, inform the Conversion Agent whether, upon issuance of shares to the Holder upon such Holder' s conversion of Securities, such Holder would comply with the requirements of Section 10.2 of the Indenture), U.S. Bank shall cause the Make-Whole Payment to be delivered to each requisite Holder or DTC on behalf of such requisite Holder within 5 business days of receiving the Conversion Notice(s). Such payment shall be calculated pursuant to the Indenture. As contemplated by Sec ...