SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK

IROQUOIS MASTER FUND, LTD.,
BRISTOL INVESTMENT FUND, LTD., )
CRANSHIRE CAPITAL, L.P., )
FREESTONE ADVANTAGE PARTNERS, L.P, and )
KINGSBROOK OPPORTUNITIES MASTER )
FUND L.P.,
PlaintiIIs,
v.
RADIENT PHARMACEUTICALS
CORPORATION,
DeIendant.
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Index No.:
Date Purchased: June 14, 2011
SUMMONS
PlaintiIIs designate New York County
as the place oI trial. The basis oI the
venue is CPLR 501.
TO THE ABOV E-NAMED DEFENDANT:
Y OU ARE HEREBY SUMMONED to answer the complaint in this action and to serve
a copy oI your answer, or, iI the complaint is not served with this summons, to serve a notice oI
appearance on the plaintiIIs` attorneys within twenty (20) days aIter the service oI this summons,
exclusive oI the day oI service (or within thirty (30) days aIter service is complete iI this
summons is not personally delivered to you within the State oI New York); and in case oI your
Iailure to appear or answer, iudgment will be taken against you by deIault Ior the relieI
demanded in the Complaint.
Dated: New York, New York
June 14, 2011
By: s/William Silverman
William Silverman
GREENBERG TRAURIG LLP
200 Park Avenue
New York, N.Y. 10166
(212) 801-9200
silvermanw(gtlaw.com
FILED: NEW YORK COUNTY CLERK 06/14/2011
INDEX NO. 651665/2011
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/14/2011
2
Scott MendeloII
Gabriel Aizenberg
GREENBERG TRAURIG LLP
77 West Wacker Drive, Suite 3100
Chicago, IL 60601
On behalf of Plaintiffs Iroquois Master
Funa. Lta.. Bristol Investment Funa. Lta..
Aavantage Partners. L.P.. ana Kingsbrook
Opportunities Master Funa LP
To: Radient Pharmaceuticals Corporation
2492 Walnut Avenue, Suite 100
Tustin, CaliIornia 92780-7039
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
IROQUOIS MASTER FUND, LTD.,
BRISTOL INVESTMENT FUND, LTD., )
CRANSHIRE CAPITAL, L.P., )
FREESTONE ADVANTAGE PARTNERS, L.P, and )
KINGSBROOK OPPORTUNITIES MASTER )
FUND LP,
PlaintiIIs,
v.
RADIENT PHARMACEUTICALS
CORPORATION,
DeIendant.
Index No.:
'(&#1,2-)
PlaintiIIs Iroquois Master Fund, Ltd., Bristol Investment Fund, Ltd., Cranshire Capital,
L.P., Freestone Advantage Partners, L.P., and Kingsbrook Opportunities Master Fund LP
(collectively 'PlaintiIIs) Ior their complaint against Radient Pharmaceuticals Corporation
('RPC), allege as Iollows:
Introduction and Overview
1. PlaintiIIs seek damages in this case arising out oI RPC`s breach oI contracts it
entered into with PlaintiIIs, under which PlaintiIIs provided debt Iinancing to RPC in return Ior
convertible notes ('Notes) and other obligations. (True and correct copies oI these Notes are
attached hereto as Exhibits A1-A5.) Beginning on March 1, 2011, the Notes obligated RPC to
repay to each oI the PlaintiIIs a portion oI the Notes at the beginning oI each month in shares oI
RPC common stock, cash or a combination oI both. RPC Iailed to make its required payments to
each oI the PlaintiIIs at the beginning oI May 2011, which constituted events oI deIault under the
!
Notes. Upon such events oI deIault, each oI the PlaintiIIs delivered to RPC Event oI DeIault
Redemption Notices, which among other things, obligated RPC to redeem each oI the Notes in
cash at the Event oI DeIault Redemption Price plus applicable late charges. (True and correct
copies oI these Event oI DeIault Redemption Notices are attached hereto as Exhibits B1-B5.)
RPC has Iailed to make any payments when due to any oI the PlaintiIIs the applicable Event oI
DeIault Redemption Price to discharge its obligations or cure its deIaults under the Notes or any
oI its other contracts.
#;54:=?
2. Iroquois Master Fund, Ltd. ('Iroquois) is a private investment Iund organized
under the laws oI the Cayman Islands.
3. PlaintiII Bristol Investment Fund, Ltd. ('Bristol) is a private investment Iund
organized under the laws oI the Cayman Islands.
4. PlaintiII Cranshire Capital, L.P. ('Cranshire) is a private investment Iund
organized under the laws oI the State oI Illinois.
5. PlaintiII Freestone Advantage Partners, L.P. ('Freestone) is a private investment
Iund organized under the laws oI Delaware.
6. PlaintiII Kingsbrook Opportunities Master Fund LP ('Kingsbrook) is a private
investment Iund organized under the laws oI the Cayman Islands.
7. At the time oI the commencement oI this action and oI the transactions oI which
PlaintiIIs complains, each PlaintiII was and still is the owner and holder oI record oI the Note
issued by RPC to such PlaintiII pursuant to the private placement in January 2011.
"
8. DeIendant RPC is a corporation organized under the laws oI the State oI
Delaware. RPC is a pharmaceutical company whose shares are traded under the trading symbol
'RPC on the stock exchange that is presently known as the NYSE Amex.
1urisdiction and Venue.
9. Jurisdiction. The Court has personal iurisdiction over RPC under CPLR
302(a)(1), and iurisdiction over this action, inter alia, under N.Y. Gen. Oblig. L. 5-1402. In
25 oI the Notes at issue in this Complaint (' 25), RPC agrees that the Note shall be construed,
enIorced, and governed by New York law, consents to the exclusive iurisdiction oI the state
courts sitting in The City oI New York, Borough oI Manhattan, and this case arises out oI a debt
transaction that covers substantially in excess oI one million dollars.
10. Venue. Venue is proper in this Court, inter alia, under CPLR 501, 503 and/or
509. Additionally, RPC has consented to venue in this Court and division pursuant to 25.
The 1anuary 31. 2011 Transaction
Private Placement of Convertible Notes
11. On or about January 31, 2011, RPC closed a $8,437,500 private placement oI
convertible notes and warrants with PlaintiIIs pursuant to a Securities Purchase Agreement dated
January 30, 2011 ('Purchase Agreement). (A true and correct copy oI the Purchase Agreement
is attached hereto as Exhibit C.)
12. The Purchase Agreement provided that RPC would issue Notes to PlaintiIIs, at a
purchase price oI $888.88 Ior each $1,000 oI the principal amount oI Note, each oI which would
mature on December 1, 2011.
13. On January 31, 2011, PlaintiIIs paid RPC the aggregate amount oI $7,500,000 to
purchase their respective Notes (and to obtain two series oI warrants). The aggregate original
principal amount oI the Notes was $8,437,500.
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RPC`s Monthly Repayment Obligations Under the Notes
14. Section 8 oI the Notes obligated RPC, beginning on March 1, 2011, to repay to
each oI the PlaintiIIs a certain portion oI each PlaintiII`s Note ('Installment Amount) on the
Iirst business day oI each month. The Notes obligated RPC to pay the Installment Amount either
in cash or, under certain circumstances, with shares oI RPC common stock or in any combination
oI cash and shares.
15. Under Section 28(v) oI the Notes, the Installment Amount Ior each Note is equal
to the lesser oI (A) the product oI (i) $843,750 multiplied by (ii) the applicable PlaintiII`s pro
rata portion oI all oI the Notes sold pursuant to the Iinancing and (B) the outstanding principal
amount under such PlaintiII`s Note as oI such payment date.
16. On or about April 1, 2011, pursuant to the terms oI the Note, RPC delivered to
each oI the PlaintiIIs an Installment Notice electing a Company Redemption, !($(, electing to pay
cash Ior the entire Installment Amount due under each oI the Notes on May 2, 2011.
17. Nevertheless, RPC Iailed make the cash payments due to each oI the PlaintiIIs on
May 2, 2011.
Relevant Default Provisions of the Notes
18. PlaintiIIs` Notes contain several deIault provisions relevant to this Complaint.
19. Section 4(a)(v). RPC`s Iailure to make a payment, including a Company
Redemption, when and as due under the Notes is an event oI deIault under the Notes.
20. Section 4(a)(x). RPC`s breach oI any term oI the Notes is an event oI deIault
(unless the breach is curable, in which case the event oI deIault occurs only iI the breach
continues Ior more than at least 10 consecutive business days).
21. Section 4(a)(xiv). An event oI deIault under any one PlaintiII`s Notes is an event
oI deIault under all oI the other PlaintiIIs` Notes.
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22. Notice oI event oI deIault. Upon occurrence oI an event oI deIault, RPC must
within one business day give notice to PlaintiIIs oI such deIault event. PlaintiIIs have no similar
notice obligation. Upon its deIault, RPC Iailed to give notice to any oI the PlaintiIIs oI RPC`s
deIault under the Notes.
23. Event oI DeIault Redemption. At any time aIter the earlier oI a PlaintiII receiving
an event oI deIault notice Irom RPC or a PlaintiII becoming aware oI an event oI deIault, a
PlaintiII may require RPC to redeem in cash all or part oI its Note. The Iirst PlaintiII to deliver
to RPC its Event oI DeIault Redemption Notice delivered it on May 3, 2011 and the last PlaintiII
to deliver to RPC its Event oI DeIault Redemption Notice delivered it on May 6, 2011.
24. Section 4(b) oI the Notes, provides that, upon receipt oI an Event oI DeIault
Redemption Notice, RPC shall pay the applicable noteholder an Event oI DeIault Redemption
Price equal to 125 oI the greater oI:
the product oI (A) the Conversion Rate in eIIect at such time as the Holder delivers an
Event oI DeIault Redemption Notice with respect to such Conversion Amount being
redeemed and (B) the greatest Closing Sale Price oI the Common Stock on any Trading
Day during the period commencing on the date immediately preceding such Event oI
DeIault and ending on the date the Holder delivers the Event oI DeIault Redemption
Notice.
The Event oI DeIault Redemption Price is a reasonable estimate oI each PlaintiII`s actual lost
investment opportunity due to the RPC`s deIault on payment under their respective Notes.
25. Pursuant to Section 11(a) oI the Note, RPC is required to pay to each oI the
PlaintiIIs their respective Event oI DeIault Redemption Price within Iive business days Irom
RPC`s receipt oI the Event oI DeIault Redemption Notice Irom the applicable PlaintiII. RPC has
Iailed to pay to each oI the PlaintiIIs when due their respective Event oI DeIault Redemption
Prices.
26. Late Charges. Section 22(b) provides that iI RPC Iails to timely pay any amount
%
due under the Notes, it must pay a late charge at the rate oI 24 percent per annum Irom the date
the amount was due until the same is paid in Iull ('Late Charge).
RPC`s !"#$%& that it has Defaulted Under the Notes
27. On or about May 10, 2011, RPC Iiled with the United States Securities and
Exchange Commission an SEC Form 8-K ('8-K Filing), in which RPC admits that it Iailed to
make its required Company Redemption payments to any oI the PlaintiIIs Ior the Installment
Amounts due on May 2, 2011. RPC admitted in this 8-K Filing that its Iailure to make these
payments was an event oI deIault under the Notes.
28. On or about May 6, 2011, RPC had received Event oI DeIault Redemption
Notices Irom all oI the PlaintiIIs stating that RPC had deIaulted under Section 4(a)(v) oI each
PlaintiII`s respective Note by Iailing to make timely payment oI the amounts due under the
Notes on May 2, 2011. In these notices, each oI the PlaintiIIs demanded that RPC redeem the
entire amount outstanding under their respective Note as oI May 2, 2011. Each oI the notices
also demanded, under Section 11(a) oI the applicable Note, that RPC pay each PlaintiII the Event
oI DeIault Redemption Price within Iive business days oI RPC`s receipt oI the notice, and that
RPC pay Late Charges accruing at an interest rate oI 24 per annum Irom May 2, 2011 through
the date RPC paid the respective Event oI DeIault Redemption Prices.
29. RPC admits in its 8-K Filing that it is required to pay PlaintiIIs at least
$8,618,311, which includes the total outstanding principal owed to PlaintiIIs and the Late
Charges Ior the May 2011 Installment Amount.
30. To date, RPC has not made any payment to any oI the PlaintiIIs oI the Event oI
DeIault Redemption Prices or any Late Charges. The Event oI DeIault Redemption Prices
remain unpaid and the Late Charges on each oI the PlaintiIIs` Notes continue to accrue.
&
31. Additionally, under Section 18 oI the Notes, RPC is also obligated to pay the
costs that each oI the PlaintiIIs have incurred to collect the money owed to each PlaintiII
'including, but not limited to attorneys` Iees and disbursements.
COUNT I - BREACH OF CONTRACT
32. PlaintiIIs reallege and incorporate by reIerence the allegations made in the
preceding paragraphs oI this Complaint.
33. The Notes constitute valid and enIorceable contracts between RPC and PlaintiIIs.
34. PlaintiIIs have Iully perIormed their obligations under the Notes inter alia by
paying all the consideration due Irom PlaintiIIs with respect to the Notes.
35. RPC deIaulted under and breached the Notes in the various ways described above.
36. PlaintiIIs have sustained damages as a direct result oI the breaches described
above -- at least $22,301,761 in the aggregate.
37. PlaintiIIs also are entitled to recover the costs oI collecting and enIorcing their
respective Notes, including attorneys` Iees and costs. Section 18 oI the Notes obligates RPC to
repay PlaintiIIs Ior the costs PlaintiIIs incur in attempting to collect amounts due under and
enIorce the Note through any legal proceeding, including but not limited to attorneys` Iees and
disbursements.
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.+%$%*($%, PlaintiIIs pray Ior iudgment as Iollows:
1. Awarding PlaintiIIs money damages oI at least $22,301,761, together with pre-
iudgment interest and associated Late Charges;
2. Awarding PlaintiIIs their costs and expenses incurred in collecting and enIorcing
their Notes, including attorneys` Iees and disbursements; and
3. Such other and Iurther relieI as the Court deems iust and proper.
Dated: New York, New York
June 14, 2011
By: s/William Silverman
William Silverman
GREENBERG TRAURIG LLP
200 Park Avenue
New York, N.Y. 10166
(212) 801-9200
silvermanw(gtlaw.com
Scott MendeloII
Gabriel Aizenberg
GREENBERG TRAURIG LLP
77 West Wacker Drive, Suite 3100
Chicago, IL 60601
On behalf of Plaintiffs Iroquois Master
Funa. Lta.. Bristol Investment Funa. Lta..
Aavantage Partners. L.P.. ana Kingsbrook
Opportunities Master Funa LP