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PALATIN TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
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Table of Contents
Page
1. Securities Laws Representations and Covenants of Purchaser...............1
2. Registration Rights......................................................1
2.1 Certain Definitions................................................1
2.2 Required Registration..............................................2
2.3 Piggyback Registration.............................................3
2.4 Preparation and Filing.............................................4
2.5 Expenses...........................................................6
2.6 Information Furnished by Purchaser.................................6
2.7 Indemnification....................................................6
2.7.1 Company's Indemnification of Purchasers.........................6
2.7.2 Selling Stockholder's Indemnification of Company................7
2.7.3 Indemnification Procedure.......................................8
2.7.4 Contribution....................................................8
3. Covenants of the Company.................................................9
4. Miscellaneous...........................................................11
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made as of this
___ day of _________, 2002, 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 $12,000,000 of (a) shares (the "Shares")
of the Company's Common Stock, $.01 par value per share (the "Common Stock") and
(b) warrants (the "Warrants") to purchase one (1) share of Common Stock of the
Company for every five (5) 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) "Privateq Warrant Shares" shall mean the shares of common stock issued
underlying any warrants issued to Privateq Advisors AG pursuant to
section 5.6 of the Purchase Agreement.
(e) 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.
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(f) "Registrable Securities" shall mean the Shares and Warrant Shares, as
well as the Privateq Warrant Shares, so long as such shares are
ineligible for sale under subparagraph (k) of Rule 144.
(g) "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.
(h) "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.
(i) "Rule 144" shall mean Rule 144 promulgated by the Commission pursuant
to the Securities Act.
(j) "Securities Act" shall mean the Securities Act of 1933, as amended.
(k) "Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities pursuant
to this Agreement.
(l) "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.
(m) "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 forty-five (45) days following the Final Closing Date of the
Offering, the Company shall use its commercially reasonable efforts to
prepare and file with the Commission a Registration Statement for the
purpose of Registering, upon the effectiveness of such Registration
Statement, the Registrable Securities.
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(b) The Company shall use its commercially reasonable efforts to maintain
with the Commission a Registration Statement that is effective and
causes the Registrable Securities to be Registered under the
Securities Act until the earlier of (i) the second anniversary of the
first date on which no Warrants remain unexercised or unexpired or
(ii) the date all shares purchased by the Purchasers may be sold under
Rule 144 during any ninety (90) day period.
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 Registrable Securities, 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 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 Registrable Securities. 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 or other
securities, 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 commercially reasonable 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 or other securities 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
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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.
(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 commercially
reasonable 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 commercially
reasonable efforts to cause such Registration Statement to become
effective within ninety (90) days of the filing date and remain
effective, keeping each Selling Stockholder advised as to the
initiation, progress and completion of the Registration;
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(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 (6) 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 (6) 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;
(d) use its commercially reasonable 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 Selling Stockholder, prepare, file and
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furnish to such Selling Stockholder 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, except for fees and expenses, if
any, of a special counsel or other advisors to the Purchasers, not to exceed
$10,000.
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
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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.
2.7.2 Selling Stockholder's Indemnification of Company. Each Selling
Stockholder shall indemnify the Company, each of its directors and
officers, each individual or entity who controls the Company within
the meaning of the Securities Act, 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.
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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
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
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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.
(b) If the Common Stock is then listed on a national securities exchange,
use its commercially reasonable 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 commercially
reasonable 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
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(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.
(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, or such later date as may be required
by the provisions of the 1934 Act, the Company's financial statements
as filed with the Commission.
(h) At the request of the Purchasers 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.
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(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.
(c) This Agreement constitutes 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.
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(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.
(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.
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the day and year first written above.
By:
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Name of Purchaser(s):
Address:
----------------------------------------------------------
Social Security or Taxpayer
Identification Number of Purchaser(s)
----------------------------------------------------------
Number of Shares Purchased
----------------------------------------------------------
Number of Warrants Purchased
Date: , 2002
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PALATIN TECHNOLOGIES, INC.
By:
-------------------------------------------------------
Xxxx Xxxxx, Ph.D.
Chief Executive Officer
Date: , 2002
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