<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 30, 1999
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PALATIN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22686 95-4078884
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
214 Carnegie Center, Suite 100, Princeton, New Jersey 08540
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 520-1911
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
At various times in March 1999, Palatin Technologies, Inc. sold in a
private placement an aggregate of 514,215 shares of common stock, $.01 par
value, and 565,629 warrants. Each warrant is exercisable for one share of common
stock at an exercise price equal to the per share common stock purchase price.
The common stock purchase price, which was based on the average closing bid
price for the five business days immediately prior to the respective closing
dates, ranged from $4.48 per share to $5.06 per share. The private placement,
which terminated on April 30, 1999, was made to accredited investors pursuant to
Rule 506 of Regulation D promulgated under the Securities Act of 1933, as
amended. We received net proceeds of approximately $2,044,000, which will be
used for working capital and research and development programs.
In connection with the private placement, we paid compensation to
third parties consisting of an aggregate of $222,370 in cash and agreed to issue
five-year warrants to purchase an aggregate of 114,075 shares of common stock at
not less than the exercise prices of the warrants sold in the private placement.
A portion of such compensation was paid to Paramount Capital, Inc. Lindsay A.
Rosenwald, M.D., a beneficial owner of more than 10% of our common stock and
Series A convertible preferred stock, is the president of Paramount Capital,
Inc. Michael S. Weiss, who was a member of our board of directors until April
15, 1999, was the Senior Managing Director of Paramount Capital, Inc. until
April 15, 1999. The warrants were sold pursuant to the exemption from
registration provided by section 4(2) of the Securities Act of 1933, as amended.
The securities sold in the private placement have not been registered
under the Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. We have agreed to file, not later than May 29, 1999,
at our expense, a registration statement under the Securities Act of 1933, as
amended, registering for resale the common stock (including the common stock
underlying the warrants) sold in connection with the private placement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
c) Exhibits
10.43 Form of Warrant
10.44 Form of Registration Rights Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PALATIN TECHNOLOGIES, INC.
By /s/ Stephen T. Wills
---------------------------
Name: Stephen T. Wills
Title: Vice President and
Chief Financial Officer
Date: May 5, 1999
2
1
FORM OF WARRANT CERTIFICATE
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
_________WARRANTS
PALATIN TECHNOLOGIES, INC.
COMMON STOCK PURCHASE WARRANT CERTIFICATE
THE WARRANTS EVIDENCED BY THIS CERTIFICATE
ARE NOT EXERCISABLE AFTER 5:00 P.M.,
NEW YORK CITY TIME, ON
___________, 2004
THIS CERTIFIES THAT ________________________ or registered assigns is the
registered holder (the "Registered Holder") of the number of Warrants set forth
above, each of which represents the right to purchase one fully paid and
non-assessable share of Common Stock, par value $0.01 per share (the "Common
Stock"), of Palatin Technologies, Inc., a Delaware corporation (the "Company"),
at the initial exercise price of $_.___ per Warrant (the "Exercise Price") at
any time after the date on which the shares of Common Stock issuable upon
exercise of the Warrants evidenced hereby have been registered under the
Securities Act of 1933, as amended, or such other action as may be required by
federal or state law relating to the issuance or distribution of securities
shall have been taken, and prior to the Expiration Date (as hereinafter
defined), by surrendering this Warrant Certificate, with the Form of Election to
Purchase duly executed at the principal office of the Company and by paying in
full the Exercise Price, plus transfer taxes, if any. Payment of the Exercise
Price shall be made in United States currency, by certified check or money order
payable to the order of the Company. Unless otherwise defined herein, the
capitalized terms used herein shall have the meaning assigned to such terms in
the Purchase Agreement.
The Warrants have been issued pursuant to a private placement of Common Stock
and Warrants.
This Warrant Certificate is issued under and in accordance with the Purchase
Agreement dated as of _______________, 1999, between the Company and the
Registered Holder, as amended and is subject to the terms and provisions
contained in said Purchase Agreement. The Registration Rights Agreement between
the Company and the Registered Holder governs the registration rights of the
shares of Common Stock underlying the Warrants.
EXERCISE OF WARRANTS
Issuance of Common Stock. As soon as practicable after the date of
exercise of any Warrants, the Company shall issue, or cause the transfer agent
for the Common Stock, if any, to issue a certificate or certificates for the
number of full shares of Common Stock to which such Registered Holder is
entitled, registered in accordance with the instructions set forth in the Form
of Election to Purchase. All shares of Common Stock issued upon the exercise of
any Warrants shall be validly authorized and issued, fully paid and
non-assessable, and free from all taxes, liens and charges created by the
Company in respect of the issue thereof. Each person in whose name any such
certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of the Common Stock represented
thereby on the date of exercise of the Warrants resulting in the issuance of
such shares, irrespective of the date of issuance or delivery of such
certificate for shares of Common Stock.
Certificates for Unexercised Warrants. In the event that less than
all of the Warrants represented by a Warrant Certificate are exercised, the
Company shall execute and mail, by first-class mail, within 30 days of the date
of exercise, to the Registered Holder of such Warrant Certificate, or such other
person as shall be designated in the Form of Election to Purchase, a new Warrant
Certificate representing the number of full Warrants not exercised. In no event
shall a fraction of a Warrant be exercised, and the Company shall distribute no
Warrant Certificates representing fractions of Warrants. Final fractions of
shares shall be treated as provided for herein.
Reservation of Shares. The Company shall at all times reserve and
keep available for issuance upon the exercise of Warrants a number of its
authorized but unissued shares of Common Stock that will be sufficient to permit
the exercise in full of all outstanding Warrants.
ADJUSTMENTS AND NOTICE PROVISIONS
Adjustment of Exercise Price. Subject to the provisions hereof, the
Exercise Price in effect from time to time shall be subject to adjustment, as
follows:
<PAGE>
(a) In case the Company shall at any time after the date hereof (i)
declare a dividend on the outstanding Common Stock payable in shares of its
capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the
outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Exercise
Price, and the number of shares of Common Stock issuable upon exercise of the
Warrants in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination, or reclassification, shall be
proportionately adjusted so that the Holders of the Warrants after such time
shall be entitled to receive the aggregate number and kind of shares which, if
such Warrants had been exercised immediately prior to such time, such Registered
Holders would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur.
<PAGE>
(b) In case the Company shall issue or fix a record date for the
issuance to all holders of Common Stock of rights, options, or warrants to
subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock) at a price per share (or having a conversion or
exchange price per share, if a security convertible into or exchangeable for
Common Stock) less than the Current Market Price per share of Common Stock (as
determined below) on such record date, then, in each case, the Exercise Price
shall be adjusted by multiplying the Exercise Price in effect immediately prior
to such record date by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding on such record date plus the number of shares
of Common Stock which the aggregate offering price of the total number of shares
of Common Stock so to be offered (or the aggregate initial conversion or
exchange price of the convertible or exchangeable securities so to be offered)
would purchase at such Current Market Price and the denominator of which shall
be the number of shares of Common Stock outstanding on such record date plus the
number of additional shares of Common Stock to be offered for subscription or
purchase (or into which the convertible or exchangeable securities so to be
offered are initially convertible or exchangeable). Such adjustment shall become
effective at the close of business on such record date; provided, however, that,
to the extent the shares of Common Stock (or securities convertible into or
exchangeable for shares of Common Stock) are not delivered, the Exercise Price
shall be readjusted after the expiration of such rights, options, or warrants
(but only with respect to Warrants exercised after such expiration), to the
Exercise Price which would then be in effect had the adjustments made upon the
issuance of such rights, options, or warrants been made upon the basis of
delivery of only the number of shares of Common Stock (or securities convertible
into or exchangeable for shares of Common Stock) actually issued.
Notwithstanding anything to the contrary contained herein, no adjustment shall
be made to the Exercise Price until any condition to the vesting of such rights,
options or warrants shall be fulfilled or satisfied (and then only with respect
to the portion thereof which shall have vested). In case any subscription price
may be paid in a consideration part or all of which shall be 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, whose determination shall be
conclusive absent manifest error. Shares of Common Stock owned by or held for
the account of the Company or any majority-owned subsidiary shall not be deemed
outstanding for the purpose of any such computation.
(c) In case the Company shall distribute to all holders of Common
Stock (including any such distribution made to the stockholders of the Company
in connection with a consolidation or merger in which the Company is the
continuing corporation) evidences of its indebtedness, cash (other than any cash
dividend which, together with any cash dividends paid within the twelve (12)
months prior to the record date for such distribution, does not exceed 5% of the
Current Market Price at the record date for such distribution) or assets (other
than distributions and dividends payable in shares of Common Stock), or rights,
options, or warrants to subscribe for or purchase Common Stock, or securities
convertible into or exchangeable for shares of Common Stock (excluding those
with respect to the issuance of which an adjustment of the Exercise Price is
provided pursuant to the foregoing paragraph), then, in each case, the Exercise
Price shall be adjusted by multiplying the Exercise Price in effect immediately
prior to the record date for the determination of stockholders entitled to
receive such distribution by a fraction, the numerator of which shall be the
Current Market Price per share of Common Stock on such record date, less the
fair market value (as determined in good faith by the board of directors of the
Company, whose determination shall be conclusive absent manifest error) of the
portion of the evidences of indebtedness or assets so to be distributed, or of
such rights, options, or warrants or convertible or exchangeable securities, or
the amount of such cash, applicable to one share, and the denominator of which
shall be such Current Market Price per share of Common Stock.
Such adjustment shall become effective at the close of business on such record
date.
<PAGE>
Current Market Price. For the purpose of any computation under this
Warrant, the Current Market Price per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices for the fifteen (15)
consecutive trading days immediately preceding the date in question. The closing
price for each day shall be (a) the last reported sales price regular way or, in
case no such reported sale takes place on such day, the closing bid price
regular way, in either case on the principal national securities exchange or
market system (including, for purposes hereof, the NASDAQ National Market System
or the NASDAQ SmallCap) on which the Common Stock, is listed or admitted to
trading, (b) if the Common Stock, is not listed or admitted to trading on any
national securities exchange or market system, the highest reported bid price
for the Common Stock, as furnished by the National Association of Securities
Dealers, Inc. through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or (c) if on any such date the Common Stock is not
listed or admitted to trading on any national securities exchange and is not
quoted by NASDAQ National Market System or NASDAQ SmallCap System or any similar
organization, as determined by reference to the "pink sheets" published by the
National Quotation Bureau or, if not so published, by such other method of
determining the market value of a share of Common Stock, as the board of
directors of the Company shall in good faith from time to time deem to be fair,
whose determination shall be conclusive absent manifest error.
No Adjustments to Exercise Price. No adjustment in the Exercise Price
shall be required if such adjustment is less than $.05; provided, however, that
any adjustments which by reason of this Warrant are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Warrant shall be made to the nearest cent or to the
nearest one thousandth of a share, as the case may be.
Deferral of Adjustments to Exercise Price. In any case in which this
Warrant shall require that an adjustment in the Exercise Price be made effective
as of a record date for a specified event, the Company may elect to defer, until
the occurrence of such event, issuing to the Registered Holders of the Warrants,
if any Registered Holder has exercised a Warrant after such record date, the
shares of Common Stock, if any, issuable upon such exercise over and above the
shares of Common Stock, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to such exercising Registered Holder a due bill or other
appropriate instrument evidencing such Registered Holder's right to receive such
additional shares upon the occurrence of the event requiring such adjustment.
Adjustment to Number of Shares. Upon each adjustment of the Exercise
Price as a result of the calculations made above the Warrants shall thereafter
evidence the right to purchase, at the adjusted Exercise Price, that number of
shares (calculated to the nearest thousandth) obtained by dividing (A) the
product obtained by multiplying the number of shares purchasable upon exercise
of the Warrants prior to adjustment of the number of shares by the Exercise
Price in effect prior to adjustment of the Exercise Price by (B) the Exercise
Price in effect after such adjustment of the Exercise Price.
<PAGE>
Reorganization. In case of any capital reorganization, other than in
the cases referred to above, or the consolidation or merger of the Company with
or into another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification of the outstanding shares of Common Stock or the conversion of
such outstanding shares of Common Stock into shares of other stock or other
securities or property), or the sale of the property of the Company as an
entirety or substantially as an entirety (collectively such actions being
hereinafter referred to as "Reorganizations"), there shall thereafter be
deliverable upon exercise of any Warrant (in lieu of the number of shares of
Common Stock theretofore deliverable) the number of shares of stock or other
securities or property to which a Registered Holder of the number of shares of
Common Stock which would otherwise have been deliverable upon the exercise of
such Warrant would have been entitled upon such Reorganization if such Warrant
had been exercised in full immediately prior to such Reorganization. In case of
any Reorganization, appropriate adjustment, as determined in good faith by the
Board of Directors of the Company, shall be made in the application of the
provisions herein set forth with respect to the rights and interests of
Registered Holders so that the provisions set forth herein shall thereafter be
applicable, as nearly as practicable, in relation to any shares or other
property thereafter deliverable upon exercise of Warrants. The Company shall not
effect any such Reorganization, unless upon or prior to the consummation thereof
the successor corporation, or if the Company shall be the surviving corporation
in any such Reorganization and is not the issuer of the shares of stock or other
securities or property to be delivered to holders of shares of the Common Stock
outstanding at the effective time thereof, then such issuer, shall assume by
written instrument the obligation to deliver to the Registered Holder of any
Warrant Certificate such shares of stock, securities, cash or other property as
such holder shall be entitled to purchase in accordance with the foregoing
provisions. Notwithstanding anything to the contrary contained herein, in the
event of sale or conveyance or other transfer of all or substantially all of the
assets of the Company as a part of a plan for liquidation of the Company, all
rights to exercise any Warrant shall terminate thirty (30) days after the
Company gives written notice to each Registered Holder of a Warrant Certificate
that such sale or conveyance of other transfer has been consummated.
Reclassifications. (a) In case of any reclassification or change of
the shares of Common Stock issuable upon exercise of the Warrants (other than a
change in par value or from no par value to a specified par value, or as a
result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Registered Holders of the
Warrants shall have the right thereafter to receive upon exercise of the
Warrants solely the kind and amount of shares of stock and other securities,
property, cash, or any combination thereof receivable upon such reclassification
or change by a Registered Holder of the number of shares of Common Stock for
which the Warrants might have been exercised immediately prior to such
reclassification or change. Thereafter, appropriate provision shall be as nearly
equivalent as practicable to the adjustments in this Warrant. The above
provisions of this paragraph shall similarly apply to successive
reclassifications and changes of shares of Common Stock.
<PAGE>
(b) Notwithstanding anything to the contrary herein contained, in the
event of a transaction contemplated by the prior paragraph in which the
surviving, continuing, successor, or purchasing corporation demands that all
outstanding Warrants be extinguished prior to the closing date of the
contemplated transaction, the Company shall give prior notice (the "Merger
Notice") thereof to the Registered Holders advising them of such transaction.
The Registered Holders shall have ten (10) days after the date of the Merger
Notice to elect to (i) exercise the Warrants in the manner provided herein or
(ii) receive from the surviving, continuing, successor, or purchasing
corporation, with respect to outstanding Warrants, the same consideration
receivable by a Registered Holder of the number of shares of Common Stock for
which the Warrants might have been exercised immediately prior to such
consolidation, merger, sale, or purchase reduced by such amount of the
consideration as has a market value equal to the exercise price of the Warrants,
as determined by the Board of Directors of the Company, whose determination
shall be conclusive absent manifest error. If any Registered Holder fails to
timely notify the Company of its election, the Holder shall be deemed for all
purposes to have elected the option set forth in (ii) above. Any amounts
receivable by a Holder who has elected the option set forth in (ii) above shall
be payable at the same time as amounts payable to stockholders in connection
with any such transaction.
Verification of Computations. Whenever the Exercise Price is adjusted
as provided in this Warrant, the Company will promptly obtain a certificate of
the chief financial officer of the Company setting forth the Exercise Price as
so adjusted and a brief statement of the facts accounting for such adjustment,
and will make available a brief summary thereof to the Registered Holders of the
Warrant Certificates, at their addresses listed on the register maintained for
the purpose by the Company.
Exercise Price Not Less Than Par Value. In no event shall the
Exercise Price be adjusted below the par value per share of the Common Stock.
Notice of Certain Actions. In case at any time the Company shall
propose:
(a) to pay any dividend or make any distribution on shares
of Common Stock in shares of Common Stock or make any other
distribution (other than regularly scheduled cash dividends which are
not in a greater amount per share than the most recent such cash
dividend) to all holders of Common Stock; or
(b) to issue any rights, warrants, or other securities to
all holders of Common Stock entitling them to purchase any additional
shares of Common Stock or any other rights, warrants, or other
securities; or
(c) to effect any reclassification or change of outstanding
shares of Common Stock, or any consolidation, merger, sale, lease, or
conveyance of property, described above; or
(d) to effect any liquidation, dissolution, or winding-up
of the Company;
then, in each such case, the Company shall cause notice of such proposed action
to be mailed to each Registered Holder of a Warrant Certificate. Such notice
shall be mailed, at least ten (10) days prior to the record date for determining
holders of the Common Stock for purposes of receiving such payment or offer or
at least ten (10) days prior to the earlier of the date upon which such action
is to take place or any record date to determine holders of Common Stock
entitled to receive such securities or other property, as the case may be.
<PAGE>
Notice of Adjustments. Whenever any adjustment is made pursuant to
this Warrant, the Company shall cause notice of such adjustment to be mailed to
each Registered Holder of a Warrant Certificate within fifteen (15) days
thereafter, such notice to include in reasonable detail (i) the events
precipitating the adjustment, (ii) the computation of any adjustments, and (iii)
the Exercise Price, the number of shares or the securities or other property
purchasable upon exercise of each Warrant after giving effect to such
adjustment.
Warrant Certificate Amendments. Irrespective of any adjustments
pursuant to this Warrant, Warrant Certificates theretofore or thereafter issued
need not be amended or replaced, but certificates thereafter issued shall bear
an appropriate legend or other notice of any adjustments.
Fractional Shares. The Company shall not be required upon the
exercise of any Warrant to issue fractional shares of Common Stock which may
result from adjustments in accordance with this Warrant to the Exercise Price or
number of shares of Common Stock purchasable under each Warrant. If more than
one Warrant is exercised at one time by the same Registered Holder, the number
of full shares of Common Stock which shall be deliverable shall be computed
based on the number of shares deliverable in exchange for the aggregate number
of Warrants exercised. With respect to any final fraction of a share called for
upon the exercise of any Warrant or Warrants, the Company shall pay a cash
adjustment in respect of such final fraction in an amount equal to the same
fraction of the Current Market Price of a share of Common Stock calculated in
accordance with this Warrant.
Adjustments Not Provided For. If any change to the capitalization of
the Company should occur with respect to which a favorable adjustment to the
rights and interests of the Registered Holders of the Warrants should be made,
and such adjustment is not otherwise provided for in this Warrant, such
appropriate adjustment should be made as determined in good faith by the Board
of Directors of the Company.
No Warrant may be exercised after 5:00 P.M., New York City time, on
the expiration date (the "Expiration Date") which will be __________, 2004. All
Warrants evidenced hereby shall thereafter become void.
OTHER PROVISIONS RELATING TO
RIGHTS OF REGISTERED HOLDERS
OF WARRANT CERTIFICATES
Rights of Warrant Holders. No Warrant Certificate shall entitle the
registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to vote, to receive dividends and other
distributions, to receive any notice of, or to attend, meetings of stockholders
or any other proceedings of the Company.
<PAGE>
Lost, Stolen, Mutilated or Destroyed Warrant Certificates. If any
Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company
in its discretion may execute and deliver, in exchange and substitution for and
upon cancellation of a mutilated Warrant Certificate, or in lieu of or in
substitution for a lost, stolen or destroyed Warrant Certificate, a new Warrant
Certificate for the number of Warrants represented by the Warrant Certificate so
mutilated, lost, stolen or destroyed but only upon receipt of evidence of such
loss, theft or destruction of such Warrant Certificate, and of the ownership
thereof, and indemnity, if requested, all satisfactory to the Company.
Applicants for such substitute Warrant Certificates shall also comply with such
other reasonable regulations and pay such other reasonable charges incidental
thereto as the Company may prescribe. Any such new Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at
any time enforceable by anyone.
SPLIT UP, COMBINATION, EXCHANGE, TRANSFER,
AND CANCELLATION OF WARRANT CERTIFICATES
Split Up, Combination, Exchange and Transfer of Warrant Certificates.
Prior to the latest time at which the Warrants may be exercised, subject to any
applicable laws, rules or regulations restricting transferability, Warrant
Certificates, subject to the provisions hereof, may be split up, combined or
exchanged for other Warrant Certificates representing a like aggregate number of
Warrants or may be transferred in whole or in part. Any holder desiring to split
up, combine or exchange a Warrant Certificate or Warrant Certificates shall make
such request in writing delivered to the Company at its principal office and
shall surrender the Warrant Certificate or Warrant Certificates so to be split
up, combined or exchanged at said office with the Form of Assignment. Upon any
such surrender for split up, combination, exchange or transfer, the Company
shall execute and deliver to the person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested in the Form of
Assignment. The Company may require the holder to pay a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any split
up, combination, exchange or transfer of Warrant Certificates prior to the
issuance of any new Warrant Certificate.
Cancellation of Warrant Certificates. Any Warrant Certificate
surrendered upon the exercise of Warrants or for split up, combination, exchange
or transfer, or purchased or otherwise acquired by the Company, shall be
canceled and shall not be reissued by the Company; and, except as otherwise
provided herein in case of the exercise of less than all of the Warrants
evidenced by a Warrant Certificate or in case of a split up, combination,
exchange or transfer, no Warrant Certificate shall be issued hereunder in lieu
of such canceled Warrant Certificate. Any Warrant Certificate so canceled shall
be destroyed by the Company.
Agreement of Warrant Certificate Holders. Every holder of a Warrant
Certificate by accepting the same consents and agrees with the Company and with
every other holder of a Warrant Certificate that:
<PAGE>
(a) transfer of the Warrant Certificates shall be
registered on the books of the Company only if surrendered at the
principal office of the Company, duly endorsed or accompanied by a
proper instrument of transfer; and
(b) prior to due presentment for registration of transfer,
the Company may deem and treat the person in whose name the Warrant
Certificate is registered as the absolute owner thereof and of the
Warrants evidenced thereby (notwithstanding any notations of
ownership or writing on the Warrant Certificates made by anyone other
than the Company) for all purposes whatsoever, and the Company shall
not be affected by any notice to the contrary.
OTHER MATTERS
Governing Law. The laws of the State of New York shall govern this
Warrant Certificate.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed.
PALATIN TECHNOLOGIES, INC.
By:
-------------------------
Stephen T. Wills, Vice President and
Chief Financial Officer
<PAGE>
FORM OF
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise of the Warrants
represented by this Warrant Certificate and to purchase the shares of Common
Stock issuable upon the exercise of said Warrants, and requests that
certificates for such shares be issued and delivered as follows:
ISSUE
TO:
(NAME)
(ADDRESS, INCLUDING ZIP CODE)
(SOCIAL SECURITY OR OTHER TAX IDENTIFYING NUMBER)
DELIVER
TO:
(NAME)
at
(ADDRESS, INCLUDING ZIP CODE)
If the number of Warrants hereby exercised is less than all the Warrants
represented by this Warrant Certificate, the undersigned requests that a new
Warrant Certificate representing the number of full Warrants not exercised be
issued and delivered as set forth below.
In full payment of the purchase price with respect to the Warrants
exercised and transfer taxes, if any, the undersigned hereby tenders payment of
$ by certified check or money order payable in United States currency to the
order of the Company.
<PAGE>
Dated:
(Insert Social Security or (Signature of registered
other identifying number holder)
of holder)
(Signature of registered
holder, if co-owned)
NOTE: Signature must conform in all respects to name of holder as specified on
the face of the Warrant Certificate.
<PAGE>
FORM OF
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the
Assignee named below all of the rights of the undersigned represented by the
within Warrant Certificate, with respect to the number of Warrants set forth
below:
Name of Assignee Address No. of Warrants
and does hereby irrevocably constitute and appoint Attorney to make such
transfer on the books of Palatin Technologies, Inc. maintained for that purpose,
with full power of substitution in the premises.
Dated: , 19 .
(Insert Social Security or Signature
other identifying number
of holder)
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made this
___ day of _________, 1999, by PALATIN TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), for the benefit of each Purchaser (individually a
"Purchaser" and collectively the "Purchasers") entering into that certain
Purchase Agreement (the "Purchase Agreement") with the Company.
BACKGROUND
Pursuant to the Purchase Agreement, the Company has offered (the
"Offering") for sale up to a maximum of $4,000,000 of (a) shares (the "Shares")
of the Company's Common Stock, $.01 par value per share (the "Common Stock") and
(b) warrants (the "Warrants"), with each Share including a Warrant to purchase
one and one-tenth shares of Common Stock of the Company. The Shares and Warrants
are sometimes collectively called the "Securities." In order to induce the
Purchasers to purchase the Securities, the Company has agreed to provide the
registration rights set forth in this Agreement.
1. Securities Laws Representations and Covenants of Purchaser.
This Agreement is made for the benefit of the Purchasers in reliance
upon each Purchaser's representations to the Company, as the same are set forth
in Section 4 of the Purchase Agreement.
2. Registration Rights.
2.1 Certain Definitions. As used in this Agreement, the
following terms shall have the following respective
meanings:
(a) "Commission" shall mean the Securities and
Exchange Commission or any other federal agency
at the time administering the Securities Act.
(b) "Form S-1, Form SB-1, Form S-2, Form SB-2 and
Form S-3" shall mean Form S-1, Form SB-1, Form
S-2, Form SB-2 or Form S-3, respectively,
promulgated by the Commission or any
substantially similar form then in effect.
(c) "Purchasers" shall mean, collectively, the
Purchasers, their permitted assignees and
transferees and, individually, a Purchaser and
any permitted assignee or transferee of such
Purchaser.
(d) The terms "Register", "Registered" and
"Registration" refer to a registration effected
by preparing and filing a Registration Statement
or Statements or similar documents in compliance
with the Securities Act, and the declaration or
ordering by the Commission of the effectiveness
of such Registration Statement.
(e) "Registrable Securities" shall mean the Shares
and Warrant Shares so long as such shares are
ineligible for sale under subparagraph (k) of
Rule 144.
(f) "Registration Expenses" shall mean all expenses
incurred by the Company in complying with Section
2, including, without limitation, all federal and
state registration, qualification and filing
fees, printing expenses, fees and disbursements
of counsel for the Company, accountant fees, blue
sky fees and expenses and, the expense of any
special audits incident to or required by any
such Registration.
(g) "Registration Statement" shall mean Form S-1,
Form SB-1, Form S-2, Form SB-2 or Form S-3,
whichever is applicable, unless otherwise
specified herein.
(h) "Rule 144" shall mean Rule 144 promulgated by
the Commission pursuant to the Securities Act.
(i) "Securities Act" shall mean the Securities Act of
1933, as amended.
(j) "Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to
the sale of Registrable Securities pursuant to
this Agreement.
(k) "Selling Stockholder" shall mean a holder of
Registrable Securities who requests Registration
under Section 2.3 hereof or whose shares of
Common Stock become Registered pursuant to
Section 2.2 hereof.
(l) "Warrant Shares" shall mean the shares of
capital stock of the Company underlying the
Warrants.
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Purchase Agreement.
2.2 Required Registration
(a) Within 30 days following the Final Closing Date
of the Offering, the Company shall file with the
Commission a Registration Statement for the
purpose of Registering, upon the effectiveness of
such Registration Statement, the Shares and the
Warrant Shares.
(b) The Company shall use its best efforts to
maintain with the Commission a Registration
Statement that is effective and causes the Shares
and the Warrant Shares to be Registered under the
Securities Act until the date on which the Shares
and the Warrant Shares are eligible for resale or
other disposition under Rule 144 without regard
to the volume limitations thereof.
2.3 Piggyback Registration
(a) Until the time set forth in Section 2.3(g)
hereof, each time that the Company proposes to
Register a public offering of its Common Stock,
other than (i) pursuant to a Registration
Statement on Form S-4 or Form S-8 or similar or
successor forms or (ii) on a Registration
Statement filed in connection with an exchange
offer or other offer of Common Stock solely to
the then-existing stockholders of the Company,
the Company shall promptly give written notice of
such proposed Registration to all holders of
Shares and Warrant Shares, which shall offer such
holders the right to request inclusion of any
Registrable Securities in the proposed
Registration.
(b) Each holder of Shares or Warrant Shares shall
have ten (10) days or such longer period as shall
be set forth in the notice from the receipt of
such notice to deliver to the Company a written
request specifying the number of shares of
Registrable Securities such holder intends to
sell and the holder's intended plan of
disposition.
(c) The Company shall have the exclusive right to
select all underwriters for any underwritten
public offering of securities of the Company,
including all Shares and Warrant Shares. In the
event that the proposed Registration by the
Company is, in whole or in part, an underwritten
public offering of securities of the Company, any
request under Section 2.3(b) shall contain the
holder's agreement that the Registrable
Securities will be included in the underwriting
on the same terms and conditions as the shares of
Common Stock, if any, otherwise being sold
through underwriters under such Registration.
<PAGE>
(d) Upon receipt of a written request pursuant to
Section 2.3(b), the Company shall promptly use
its best efforts to cause all such Registrable
Securities to be Registered, to the extent
required to permit sale or disposition as set
forth in the written request.
(e) Notwithstanding the foregoing, if the managing
underwriter of an underwritten public offering
determines and advises in writing that the
inclusion of all Registrable Securities proposed
to be included in the underwritten public
offering, together with any shares proposed to
be sold by the Company for its own account and
any other issued and outstanding shares of
Common Stock proposed to be included therein by
holders other than the holders of Registrable
Securities (such other holders' shares
hereinafter collectively referred to as the
"Other Shares"), would interfere with the
successful marketing of the securities proposed
to be included in the underwritten public
offering, including the price at which such
securities can be sold, then the number of such
shares of persons other than the Company that
otherwise would be included in such underwritten
public offering shall be excluded from such
underwritten public offering in a number deemed
necessary by such managing underwriter, first by
excluding, to the extent necessary, other shares
held by persons who have not exercised
contractual rights to include such Shares in the
offering pursuant to the Prior Registration
Rights Agreements (as hereinafter defined), and
then, to the extent necessary, by excluding
Registrable Securities participating in such
underwritten public offering, pro rata, based on
the number of shares of Registrable Securities
each holder proposes to include; and, then,
excluding to the extent necessary, other Shares
proposed to be included by the holders of other
Shares who have exercised registration rights
granted to them under registration rights
agreements of the Company in effect on the date
hereof or any other registration rights in
effect on the date hereof (collectively, the
"Prior Registration Rights Agreements").
(f) All Shares and Warrant Shares that are not
included in an underwritten public offering
pursuant to Section 2.3 shall be withheld from
the market by the holders thereof for a period,
not to exceed 12 months following a public
offering, that the managing underwriter
reasonably determines is necessary in order to
effect the underwritten public offering. The
holders of such Shares and the Warrant Shares
shall execute such documentation as the managing
underwriter reasonably requests to evidence this
lock-up.
<PAGE>
(g) The registration rights provided by this
Agreement shall expire with respect to any
Registrable Security upon the earliest to occur
of (i) the effectiveness of a Registration
Statement that includes in the Registration
effected thereby, at the request of a Selling
Stockholder, such Registrable Security; (ii) the
date on which such Registrable Security is
eligible for resale under Rule 144 without regard
to the volume limitations thereof; and (iii) five
years from the date hereof.
2.4 Preparation and Filing. If and whenever the Company is
under an obligation pursuant to the provisions of this
Section 2 to use its best efforts to effect the
Registration of any Registrable Securities, the Company
shall, as expeditiously as practicable:
(a) prepare and file with the Commission a
Registration Statement with respect to such
Registrable Securities, using such form of
available Registration Statement as is reasonably
selected by the Company (unless otherwise
specified herein), and use its best efforts to
cause such Registration Statement to become and
remain effective, keeping each Selling
Stockholder advised as to the initiation,
progress and completion of the Registration;
(b) prepare and file with the Commission such
amendments and supplements to such Registration
Statements and the prospectus used in connection
therewith as may be necessary to keep such
Registration Statement effective for, in the case
of a Required Registration under Section 2.2, the
period set forth in Section 2.2(b) and, in the
case of a Piggyback Registration under Section
2.3, six months, and to comply with the
provisions of the Securities Act with respect to
the sale or other disposition of all Registrable
Securities covered by such Registration
Statement;
(c) furnish to each Selling Stockholder such number
of copies of any summary prospectus or other
prospectus, including a preliminary prospectus
and all amendments and supplements thereto, in
conformity with the requirements of the
Securities Act, and such other documents as such
Selling Stockholder may reasonably request in
order to facilitate the public sale or other
disposition of such Registrable Securities;
provided, however, that no such prospectus need
be furnished more than, in the case of a
Required Registration under Section 2.2, six
months after the conclusion of the period set
forth in Section 2.2(b) and, in the case of a
Piggyback Registration under Section 2.3, six
months after the effective date of the
Registration Statement related thereto;
<PAGE>
(d) use its best efforts to register or qualify the
Registrable Securities covered by such
Registration Statement under the securities or
blue sky laws of such jurisdictions as each
Selling Stockholder shall reasonably request and
do any and all other acts or things which may be
reasonably necessary or advisable to enable such
holder to consummate the public sale or other
disposition in such jurisdictions of such
Registrable Securities; provided, however, that
the Company shall not be required to consent to
general service of process, qualify to do
business as a foreign corporation where it would
not be otherwise required to qualify or submit
to liability for state or local taxes where it
is not liable for such taxes or provide any
undertaking or make any change in its
Certificate of Incorporation; and
(e) at any time when a prospectus covered by such
Registration Statement is required to be
delivered under the Securities Act within the
appropriate period mentioned in Section 2.2(b)
or Section 2.3(b) hereof, as the case may be,
notify each Selling Stockholder of the happening
of any event as a result of which the prospectus
included in such Registration Statement, as then
in effect, includes an untrue statement of a
material fact or omits to state a material fact
required to be stated therein or necessary to
make the statements therein not misleading in
the light of the circumstances then existing
and, at the request of such seller, prepare,
file and furnish to such seller a reasonable
number of copies of a supplement to or an
amendment of such prospectus as may be necessary
so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall
not include an untrue statement of a material
fact or omit to state a material fact required
to be stated therein or necessary to make the
statement therein not misleading in the light of
the circumstances then existing. The Company may
delay amending or supplementing the prospectus
for a period of up to 90 days if the Company is
then engaged in negotiations regarding a
material transaction that has not been publicly
disclosed, and the Selling Stockholders shall
suspend their sale of Shares until an
appropriate supplement or prospectus has been
forwarded to them or the proposed transaction is
abandoned.
Notwithstanding the foregoing, with respect to the proposed
Registration of Registrable Securities pursuant to Section 2.3
hereof, the Company may withdraw or cease proceeding with any
proposed Registration of Registrable Securities if it has withdrawn
or ceased proceeding with the proposed Registration of Common Stock
of the Company with which the Registration of such Registrable
Securities was to be included.
2.5 Expenses. The Company shall pay all Registration Expenses
incurred by the Company in complying with this Section 2.
2.6 Information Furnished by Purchaser. It shall be a condition
precedent to the Company's obligations under this Agreement
as to any Selling Stockholder that each Selling Stockholder
furnish to the Company in writing such information
regarding such Selling Stockholder and the distribution
proposed by such Selling Stockholder as the Company may
reasonably request.
<PAGE>
2.7 Indemnification.
2.7.1 Company's Indemnification of Purchasers. The Company
shall indemnify each Selling Stockholder, each of its
officers, directors and constituent partners, and each
person controlling (within the meaning of the Securities
Act) such Selling Stockholder, against all claims,
losses, damages or liabilities (or actions in respect
thereof) suffered or incurred by any of them, to the
extent such claims, losses, damages or liabilities arise
out of or are based upon any untrue statement (or
alleged untrue statement) of a material fact contained
in any prospectus or any related Registration Statement
incident to any such Registration, or any omission (or
alleged omission) to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, or any violation by
the Company of any rule or regulation promulgated under
the Securities Act applicable to the Company and
relating to actions or inaction required of the Company
in connection with any such Registration; and the
Company will reimburse each such Selling Stockholder,
each of its officers, directors and constituent partners
and each person who controls any such Selling
Stockholder, for any reasonable, documented legal and
other expenses incurred in connection with investigating
or defending any such claim, loss, damage, liability or
action; provided, however, that the indemnity contained
in this Section 2.7.1 shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or
action if settlement is effected without the consent of
the Company (which consent shall not unreasonably be
withheld); and provided, further, that the Company will
not be liable in any such case to the extent that any
such claim, loss, damage, liability or expense arises
out of or is based upon any untrue (or alleged untrue)
statement or omission based upon written information
furnished to the Company by such Selling Stockholder,
underwriter, controlling person or other indemnified
person and stated to be for use in connection with the
offering of securities of the Company.
<PAGE>
2.7.2 Selling Stockholder's Indemnification of Company. Each
Selling Stockholder shall indemnify the Company, each of
its directors and officers, each underwriter, if any, of
the Company's securities covered by a Registration
Statement, each person who controls the Company or such
underwriter within the meaning of the Securities Act,
and each other Selling Stockholder, each of its
officers, directors and constituent partners and each
person controlling such other Selling Stockholder,
against all claims, losses, damages and liabilities (or
actions in respect thereof) suffered or incurred by any
of them and arising out of or based upon any untrue
statement (or alleged untrue statement) of a material
fact contained in such Registration Statement or related
prospectus, or any omission (or alleged omission) to
state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or any violation by such Selling Stockholder
of any rule or regulation promulgated under the
Securities Act applicable to such Selling Stockholder
and relating to actions or inaction required of such
Selling Stockholder in connection with the Registration
of the Registrable Securities pursuant to such
Registration Statement; and will reimburse the Company,
such other Selling Stockholders, such directors,
officers, partners, persons, underwriters and
controlling persons for any reasonable, documented legal
and other expenses incurred in connection with
investigating or defending any such claim, loss, damage,
liability or action; provided, however, that such
indemnification and reimbursement shall be to the
extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or
alleged omission) is made in such Registration Statement
or prospectus in reliance upon and in conformity with
written information furnished to the Company by such
Selling Stockholder and stated to be for use in
connection with the offering of Registrable Securities.
<PAGE>
2.7.3 Indemnification Procedure. Promptly after receipt by an
indemnified party under this Section 2.7 of notice of
the commencement of any action which may give rise to a
claim for indemnification hereunder, such indemnified
party will, if a claim in respect thereof is to be made
against an indemnifying party under this Section 2.7,
notify the indemnifying party in writing of the
commencement thereof and generally summarize such
action. The indemnifying party shall have the right to
participate in and to assume the defense of such claim,
and shall be entitled to select counsel for the defense
of such claim with the approval of any parties entitled
to indemnification, which approval shall not be
unreasonably withheld. Notwithstanding the foregoing,
the parties entitled to indemnification shall have the
right to employ separate counsel (reasonably
satisfactory to the indemnifying party) to participate
in the defense thereof, but the fees and expenses of
such separate counsel shall be at the expense of such
indemnified parties unless the named parties to such
action or proceedings include both the indemnifying
party and the indemnified parties and the indemnifying
party or such indemnified parties shall have been
advised by counsel that there are one or more legal
defenses available to the indemnified parties which are
different from or additional to those available to the
indemnifying party (in which case, if the indemnified
parties notify the indemnifying party in writing that
they elect to employ separate counsel at the reasonable
expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of
such action or proceeding on behalf of the indemnified
parties, it being understood, however, that the
indemnifying party shall not, in connection with any
such action or proceeding or separate or substantially
similar or related action or proceeding in the same
jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable,
documented fees and expenses of more than one separate
counsel at any time for all indemnified parties, which
counsel shall be designated in writing by the Purchasers
of a majority of the Registrable Securities).
2.7.4 Contribution. If the indemnification provided for in
this Section 2.7 from an indemnifying party is
unavailable to an indemnified party hereunder in respect
to any losses, claims, damages, liabilities or expenses
referred to herein, then the indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute
to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and
indemnified party in connection with the statements or
omissions which result in such losses, claims, damages,
liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be
determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a
material fact relates to information supplied by such
indemnifying party or indemnified party and the parties'
relative intent, knowledge, access to information
supplied by such indemnifying party or indemnified party
and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include
any documented legal or other fees or expenses
reasonably incurred by such party in connection with
investigating or defending any action, suit, proceeding
or claim, or in collecting such indemnity or
reimbursement from the indemnifying party.
3. Covenants of the Company.
The Company agrees to:
(a) Notify the holders of Registrable Securities included in a
Registration Statement (i) of the issuance by the
Commission of any stop order suspending the effectiveness
of such Registration Statement and (ii) upon learning of
the initiation of any proceedings for the purpose of
suspending such effectiveness, the existence of such
proceedings. The Company will make every reasonable effort
to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the
earliest possible time.
<PAGE>
(b) If the Common Stock is then listed on a national securities
exchange, use its best efforts to cause the Registrable
Securities to be listed on such exchange. If the Common
Stock is not then listed on a national securities exchange,
use its best efforts to facilitate the reporting of the
Registrable Securities on Nasdaq.
(c) Take all other reasonable actions necessary to expedite and
facilitate disposition of the Registrable Securities by the
holders thereof pursuant to the Registration Statement.
(d) With a view to making available to the holders of
Registrable Securities the benefits of Rule 144 promulgated
under the Securities Act and any other rule or regulation
of the Commission that may at any time permit the
Purchasers to sell securities of the Company to the public
without registration, the Company agrees to:
(i) make and keep adequate current public information
with respect to the Company available, as those
terms are understood and defined in Rule 144, at
all times after 90 days after the effective date
of the first Registration Statement filed by the
Company for the offering of its securities to the
general public;
(ii) file with the Commission in a timely manner all
reports and other documents required of the
Company under the Securities Act and the
Securities Exchange Act of 1934 (the "1934 Act");
and
(iii) furnish to each holder of Shares, so long as such
holder of Shares owns any Shares, forthwith upon
written request (a) a written statement by the
Company as to whether it has complied with the
reporting requirements of Rule 144, the
Securities Act and the 1934 Act, (b) a copy of
the most recent annual or quarterly report of the
Company and such other reports and documents so
filed by the Company and (c) such other
information as may be reasonably requested and as
is publicly available in availing the holders of
Shares of any rule or regulation of the
Commission which permits the selling of any such
securities without registration.
(e) Prior to the filing of a Registration Statement or any
amendment thereto (whether pre-effective or
post-effective), and prior to the filing of any prospectus
or prospectus supplement related thereto, the Company will
provide each Selling Stockholder with copies of all pages
thereto, if any, which reference such Selling Stockholder.
(f) If the Registration Statement relates to an underwritten
offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form,
including, without limitation, customary indemnification
and contribution obligations, with the underwriter's
representative.
<PAGE>
(g) Make generally available to its security holders as soon as
practicable, but not later than forty five (45) days after
the close of the period covered thereby, the Company's
financial statements as filed with the Commission.
(h) At the request of the Investors who hold a majority in
interest of the Registrable Securities being sold,
furnish to the underwriters, if any, on the date that
Registrable Securities are delivered to the underwriters
for sale in connection with a registration pursuant to
this Agreement (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of
such registration, in form and substance as is
customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, and (ii)
a letter, dated such date, from the independent
certified public accountants of the Company, in form and
substance as is customarily given by independent
certified public accountants to underwriters in an
underwritten public offering, addressed to the
underwriters.
(i) Make available for inspection by any underwriters
participating in the offering and the counsel, accountants
or other agents retained by such underwriter, all pertinent
financial and other records, corporate documents and
properties of the Company, and cause the Company's
officers, directors and employees to supply all information
reasonably requested by such underwriters in connection
with the Registration Statement.
(j) Provide a transfer agent and registrar, which may be a
single entity, for the Registrable Securities not later
than the effective date of the Registration Statement.
(k) Take all actions reasonably necessary to facilitate the
timely preparation and delivery of certificates (not
bearing any restrictive legend) representing the
Registrable Securities sold pursuant to the Registration
Statement and to enable such certificates to be in such
denominations and registered in such names as the
Purchasers or any underwriters may reasonably request.
4. Miscellaneous.
(a) This Agreement shall be governed by and construed under the laws
of the State of New York.
(b) This Agreement may not be assigned by a Purchaser other
than to the purchaser or transferee of more than 5,000 of
the Purchaser's Shares, which purchaser or transferee shall
be a permitted assign hereunder and under the Purchase
Agreement. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, permitted assigns, heirs,
executors and administrators of the parties hereto.
<PAGE>
(c) This Agreement and the other documents delivered pursuant
hereto constitute the full and entire understanding and
agreement among the parties with regard to the subjects
hereof and no party shall be liable or bound to any other
party in any manner by any representations, warranties,
covenants or agreements except as specifically set forth
herein or therein. Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than
the parties hereto and their respective successors and
permitted assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as
expressly provided herein.
(d) In the event that any provision of this Agreement shall be
invalid, illegal or unenforceable, it shall, to the extent
practicable, be modified so as to make it valid, legal and
enforceable and to retain as nearly as practicable the
intent of the parties, and the validity legality, and
enforceability of the remaining provisions shall not in any
way be affected or impaired thereby. To the extent
permitted by law, the parties waive the benefit of any
provision of law that renders any provision of the
Agreement invalid or unenforceable in any respect.
(e) Except as otherwise provided herein, any term of this
Agreement may be amended, and the observance of any term of
this Agreement may be waived (either generally or in a
particular instance, either retroactively or prospectively,
and either for a specified period of time or indefinitely),
with the written consent of the Company and the Purchaser.
(f) All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed
effectively given upon personal delivery, on the first
business day following mailing by overnight courier, or on
the fifth day following mailing by registered or certified
mail, return receipt requested, postage prepaid, addressed
to the Company at its address as set forth in the Purchase
Agreement and to the Purchaser at its address as shown on
the books of the Company.
(g) The titles of the paragraphs and subparagraphs of this
Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
(h) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original,
but all of which together shall constitute one instrument.
<PAGE>
(i) No waiver by any party to this Agreement of any one or more
defaults by any other party or parties in the performance
of any of the provisions hereof shall operate or be
construed as a waiver of any future default or defaults,
whether of a like or different nature. Except as expressly
provided herein, no failure or delay on the part of any
party in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.
IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the day and year first
written above.
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Signature of Subscriber(s)
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Name of Subscriber(s)
[please print]
- -------------------------------------------------------------
Address of Subscriber(s)
- -------------------------------------------------------------
Social Security or Taxpayer
Identification Number of Subscriber(s)
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Number of Shares Subscribed for
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Number of Warrants Subscribed for
Date: _____________, 1999
PALATIN TECHNOLOGIES, INC.
By:_____________________________________
Edward J. Quilty
Chairman of the Board and
Chief Executive Officer
Date: _________________, 1999
