Exhibit 1
WARRANT AMENDMENT AGREEMENT
THIS WARRANT AMENDMENT AGREEMENT (the "Agreement") , dated as of September
2, 2004, is entered into between RegeneRx Biopharmaceuticals, Inc., a Delaware
corporation (the "Company"), and Defiante Farmaceutica, L.d.a., a Portuguese
(Madeira) corporation belonging to the Sigma-Tau Group (the "Investor").
RECITALS
The Company and the Investor entered into a Securities Purchase Agreement
dated June 10, 2003 (the "SPA") whereby the Investor received two warrants which
provided for an aggregate total warrant price of US$1,500,000 (the "Warrants").
By their terms, the Warrants provided a collective effective warrant exercise
price of US$1.111 for a total of 1,350,000 shares with an exercise term through
December 11, 2004. AGREEMENT
The Company and the Investor hereby agree as follows:
A. In lieu of the exercise of the Warrants according to the terms of the
SPA , the Investor agrees to exercise its shares by not later than
September 6, 2004 at 5:00 p.m. (EST) (the "Early Exercise Date").
B. In consideration of the exercise of the Warrants by the Early Exercise
Date, the Company agrees to discount the effective warrant exercise
price to US$1.085 (the "Early Exercise Discount") for a total of
1,382,488 shares (the "Early Exercise Option").
C. If the Investor does not exercise the Warrants by the Early Exercise
Date, the Early Exercise Option will expire and the terms of the SPA
will continue in effect.
D. With the exception of the foregoing, all other terms and conditions
included in the SPA remain the same.
IN WITNESS WHEREOF, the parties have duly executed, or have caused their
duly authorized officer or representative to execute, this Agreement as of the
date first above written.
REGENERX BIOPHARMACEUTICALS, INC.
By: /s/ X.X. Xxxxxxxxxxx
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Name: X.X. Xxxxxxxxxxx
Title: Chief Executive Officer
DEFIANTE FARMACEUTICA, L.d.a.
By: /s/ Xx. Xxxxx Xxxxxxx xx Xxxx Quinta
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Name: Xx. Xxxxx Xxxxxxx da Xxxx Xxxxxxx
Title: Director
