REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made this ___ day
of _________, 2000, 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 $15,000,000 of (a) shares (the "Shares") of the
Company's Common Stock, $.01 par value per share (the "Common Stock") and (b)
redeemable warrants (the "Warrants") to purchase one share of Common Stock of
the Company for every five shares of Common Stock purchased under the Purchase
agreement. 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,
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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 the later to occur of sixty (60) days following the Final
Closing Date of the Offering or November 22, 2000, the Company shall
use its best efforts to 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. The
Company will use its
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reasonable best efforts to ensure that the Registration Statement is
declared effective within 60 days of the filing date.
(b) The Company shall use its best efforts to maintain with the
Commission a registration statement effective until the earlier of
the second anniversary of the first date on which no Warrants remain
unexercised or unexpired or the date all shares purchased by the
Investors may be sold under Rule 144 during any 90 day period.
(c) In the event the Registration Statement has not been declared
effective by the SEC within 90 days of filing, the Company shall for
each 30 day period ("Penalty Period") during which the shares of
Common Stock remain unregistered pay to Investors, at the Company's
election, either the number of additional shares of Common Stock
equal to 1% ("Payment Amount") of the aggregate purchase price paid
for the shares of Common Stock purchased under the Agreement divided
by the market value (determined as of the last trading day of the
Penalty Period) of a share of Common Stock ("Penalty Shares"), or a
cash payment equal to the Payment Amount.
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
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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.
(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.
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(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;
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(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.
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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.
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.
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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
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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.
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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
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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:
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(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.
(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.
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(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.
(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.
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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.
(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.
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(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.
(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]
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Address of Subscriber(s)
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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: _____________, 2000
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PALATIN TECHNOLOGIES, INC.
By:_____________________________________
Carl Spana Ph.D.
Chief Executive Officer
Date: _________________, 2000
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