REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made as of this
___ day of _________, 2001, 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 $20,000,000 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 four (4) 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) "Paramount Warrant Shares" shall mean the shares of common stock
issued underlying any warrants issued to Paramount 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.
(f) "Registrable Securities" shall mean the Shares and Warrant
Shares, as well as the Paramount 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 30 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.
(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
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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
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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 (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
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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.
(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: _____________________________________
Name of Purchaser(s):
Address:
_____________________________________
Social Security or Taxpayer
Identification Number of Purchaser(s)
_____________________________________
Number of Shares Purchased
_____________________________________
Number of Warrants Purchased
Date: ____________, 2001
PALATIN TECHNOLOGIES, INC.
By: _____________________________________
Xxxx Xxxxx, Ph.D.
Chief Executive Officer
Date: __________, 2001
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
