Blueprint





 






EXHIBIT
4.1


 


NEITHER
THIS WARRANT NOR THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 



WARRANT TO PURCHASE COMMON STOCK


 



OF


 



PALATIN TECHNOLOGIES, INC.


 


	

Warrant
No. 2016-October-__

	

October
31, 2016


 







THIS
CERTIFIES THAT, for value received, ______________, or its
permitted assigns (the “Holder”), is entitled to
subscribe for and purchase from Palatin Technologies, Inc., a
Delaware corporation, or any successor (the “Company”), in whole or in
part, at $0.70 per Warrant Share (subject to adjustment as set
forth herein) (the “Warrant Purchase Price”), at any
time during the period commencing on the date of issuance of this
Warrant (as herein defined) and ending at 5:00 p.m., Eastern
time, on August 4, 2021 (the “Expiration Date”), twelve
thousand five hundred (12,500) shares of the Common Stock (as
herein defined), in accordance with the terms thereof (as such
number may be adjusted as provided herein, the “Warrant Shares”), subject
to the provisions and upon the terms and conditions hereinafter set
forth in this Warrant and all Warrants issued in exchange, transfer
or replacement thereof (“Warrant”).


 

1. Definitions. As used in this
Warrant, the following terms have the meanings set forth
below:


 


“Aggregate Number” shall
mean, at any time to be determined, the number of Warrant Shares
for which this Warrant may be exercised at such time.


 


“Business Day” shall mean
any day other than a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or required
by law or executive order to close.


 


“Common Stock” shall mean
the common stock, par value $0.01 per share, of the Company (and
any other securities into which or for which the Common Stock may
be converted or exchanged pursuant to a dividend, stock split, plan
of recapitalization, reorganization, merger, sale of assets or
otherwise) into which this Warrant will be
exercisable.


 



 

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“Company” shall have the
meaning set forth in the introductory paragraph
hereto.


 


“Expiration Date” shall
have the meaning set forth in the introductory paragraph
hereto.


 


“Holder” shall mean any
holder of an interest in the Warrant or the outstanding Warrant
Shares who becomes a holder in compliance with Section 3
hereof.


 


“Person” shall mean any
individual, corporation, partnership, firm, limited liability
company, joint venture, trust, association, unincorporated
organization, university, group, joint-stock company or other
entity.


 


“Registrable Securities”
means Warrant Shares. As to any particular Registrable Securities,
once issued, such securities shall cease to be Registrable
Securities when (i) a Registration Statement with respect to
the resale of such shares of Common Stock has been declared
effective by the Commission and such shares of Common Stock have
been disposed of and/or resold pursuant to such effective
Registration Statement, (ii) such shares of Common Stock shall
have been or all remaining Registrable Securities held by such
Holder have been sold to the public under Rule 144 (or any similar
provisions then in force) under the Securities Act, or
(iii) such shares of Common Stock (A) have otherwise been
transferred (B) are represented by a new certificate or other
evidence of ownership for such Common Stock not bearing a
restrictive legend, (C) are not subject to any stop order and (D)
may be publicly resold by the Person receiving such certificate
without complying with the registration requirements of the
Securities Act.


 


“Securities Act” shall
mean the Securities Act of 1933, as amended, or any similar federal
statute, and the rules and regulations promulgated thereunder as
the same shall be in effect at the time.


 


“Stock Combination” shall
have the meaning set forth in Section 5(a)(i).


 


“Stock Dividend” shall
have the meaning set forth in Section 5(a)(i).


 


“Stock Subdivision” shall
have the meaning set forth in Section 5(a)(i).


 


“Transaction” shall have
the meaning set forth in Section 5(b).


 


“Warrant Purchase Price”
shall mean $1.00 per share, as adjusted as provided
herein.


 


“Warrant Register” shall
have the meaning set forth in Section 7.


 


“Warrant Shares” shall
have the meaning set forth in the preamble.


 



 

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2. Exercise of
Warrant.


(a) Beginning on the
Initial Exercise Date, the rights represented by this Warrant may
be exercised by the Holder hereof, as to the Aggregate Number of
Warrant Shares then obtainable, in whole or in part (but not as to
a fractional share of Common Stock), by (A) the delivery of
this Warrant, together with a properly completed Notice of Exercise
in the form attached hereto, to the principal office of the Company
at 4B Cedar Brook Drive, Cranbury, New Jersey 08512 (or to such
other address as the Company may designate by notice in writing to
the Holder) and (B) payment to the Company of the Warrant
Purchase Price for the Warrant Shares being purchased by cash, by
wire transfer to the account designated by the Company or by
certified check or bank draft. The Company agrees that the shares
so purchased shall be deemed to be issued to the Holder as the
record owner of such shares as of the close of business on the date
on which this Warrant shall have been delivered to the Company and
payment made for such shares as aforesaid. Certificates for the
shares so purchased shall be delivered to the Holder within
ten (10) Business Days after the rights represented by this
Warrant shall have been so exercised, and, unless this Warrant has
expired, a new Warrant representing, and with an Aggregate Number
equal to, the number of Warrant Shares, if any, with respect to
which this Warrant shall not then have been exercised, in all other
respects identical with this Warrant, shall also be issued and
delivered to the Holder within such time, or, at the request of
such Holder, appropriate notation may be made on this Warrant and
signed by the Company and the same returned to such Holder. The
Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder. Execution and delivery of
the Exercise Notice shall have the same effect as cancellation of
the original Warrant and issuance of a new Warrant evidencing the
right to purchase the remaining number of Warrant Shares. The
Company shall, upon request of the Holder, use its reasonable best
efforts to deliver Warrant Shares hereunder electronically through
The Depository Trust Company or another established clearing
corporation performing similar functions.


(b) Transfer Restriction Legend.
Each certificate for Warrant Shares issued upon exercise of this
Warrant, unless at the time of exercise the offer and sale of such
Warrant Shares are registered under the Securities Act, shall bear
the following legend (and any additional legend required by
applicable law or rule) on the face thereof:


THE
OFFER AND SALE OF THE SHARES OF STOCK REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAW. NEITHER THESE SHARES, NOR ANY PORTION
THEREOF OR INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN
ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW,
OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT
REQUIRED.


The
provisions of Section 3 shall be binding
upon all holders of certificates for Warrant Shares bearing the
above legend and shall also be applicable to all holders of this
Warrant. The legend endorsed on the certificates for Warrant Shares
shall be removed and the Company shall issue a certificate without
such legend to the holder thereof at such time as the securities
evidenced thereby cease to be restricted securities upon the
earliest to occur of (i) a registration statement with respect to
the resale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in
accordance with such registration statement, or (ii) the securities
shall have been resold to the public pursuant to Rule 144 (or any
successor provision) under the Securities Act.



 

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(c) Expenses and Taxes on Exercise.
The Company shall pay all expenses, taxes and other charges payable
in connection with the preparation, execution and delivery of any
stock certificates and substitute Warrants pursuant to this
Section 2,
except that, in case such stock certificates or Warrants shall be
registered in a name or names other than the name of the Holder of
this Warrant, funds sufficient to pay all stock transfer taxes
which shall be payable upon the execution and delivery of such
stock certificates or Warrants shall be paid by the Holder to the
Company at the time the Company delivers such stock certificates or
Warrants to the Company for exercise. The Holder shall be
responsible for all other tax liability that may arise as a result
of holding or transferring this Warrant or receiving Warrant Shares
upon exercise hereof.


3. Warrants and Warrant Shares Not
Registered; Transferee Restrictions.


(a) Each Holder, by
acceptance thereof, represents and acknowledges that the offer and
sale of this Warrant and the Warrant Shares which may be purchased
upon exercise of this Warrant are not being registered under the
Securities Act, that the issuance of this Warrant and the offering
and sale of such Warrant Shares are being made in reliance on the
exemption from registration under Section 4(2) of the
Securities Act as not involving any public offering and that the
Company’s reliance on such exemption is predicated in part on
the representations made by the initial Holder of this Warrant to
the Company that such Holder (i) is acquiring this Warrant for
investment purposes for its own account, with no present intention
of reselling or otherwise distributing the same in violation of the
Securities Act, subject, nevertheless, to any requirement of law
that the disposition of its property shall at all times be within
its control, (ii) is an “accredited investor” as
defined in Regulation D under the Securities Act, and
(iii) has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and
risks of the investments made or to be made in connection with the
acquisition and exercise of this Warrant. Neither this Warrant nor
the related Warrant Shares may be transferred except pursuant to an
effective registration statement under the Securities Act or upon
the conditions specified in Section 3(b).


(b) Subject to
compliance with applicable securities laws, this Warrant and all
rights hereunder (including, without limitation, any registration
rights) are transferable to officers, employees or affiliates of
Noble International Investments, Inc., including employees of
affiliates of Noble International Investments, Inc., in whole or in
part, upon surrender of this Warrant at the principal office of the
Company or its designated agent, together with the Assignment Form
duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of
such transfer. Upon such surrender and, if required, such payment,
the Company shall execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees, as applicable, and in the
denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled. The Warrant, if properly
assigned in accordance herewith, may be exercised by a new Holder
for the purchase of Warrant Shares without having a new Warrant
issued.



 

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(c) Each Holder, by
acceptance hereof, agrees that prior to the disposition of this
Warrant or of any Warrant Shares, other than pursuant to an
effective registration under the Securities Act, such Holder will
give written notice to the Company expressing such Holder’s
intention to effect such disposition and describing briefly such
Holder’s intention as to the manner in which this Warrant or
the Warrant Shares theretofore issued or thereafter issuable upon
exercise hereof, are to be disposed together with an opinion of
counsel as may be designated by such Holder and reasonably
satisfactory to the Company as to the necessity or non-necessity of
registration under the Securities Act. If in the opinion of such
counsel, the proposed disposition does not require registration
under the Securities Act of the disposition of this Warrant and/or
the Warrant Shares issuable or issued upon the exercise of this
Warrant, such Holder shall be entitled to dispose of this Warrant
and/or the Warrant Shares theretofore issued upon the exercise
hereof, all in accordance with the terms of the notice delivered by
such Holder to the Company. The Company is entitled to rely on the
most recent written notice from the Holder with respect to the
ownership of the Warrant.


4. Representations, Warranties and
Covenants of the Company.


(a) The Company hereby
represents and warrants that (i) it has full corporate power and
authority to execute and deliver this Warrant, (ii) the execution
and delivery of this Warrant and the consummation by the Company of
the transactions contemplated hereby have been duly and validly
approved by all necessary corporate action on the part of the
Company and (iii) this Warrant has been duly executed and delivered
by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable in accordance with its
terms.


(b) The Company
covenants and agrees that (i) during the period within which the
rights represented by this Warrant may be exercised, the Company
will have at all times authorized, and reserved for the purpose of
issue or transfer upon exercise of the rights evidenced by this
Warrant, a sufficient number of shares of Common Stock to provide
therefore, (ii) the Warrant Shares issued pursuant to the exercise
of this Warrant will, upon issuance, be duly and validly issued,
fully paid and non-assessable and (iii) the Company shall use its
commercially reasonable efforts to procure at its sole expense the
listing of all Warrant Shares then registered for public sale
(subject to issuance or notice of issuance) on all stock exchanges
on which the shares of Common Stock are then listed.


5. Adjustments of Aggregate
Number.


(a) Adjustments. The Aggregate
Number, after taking into consideration any prior adjustments
pursuant to this Section 5, shall be
subject to adjustment from time to time as follows and, thereafter,
as adjusted, shall be deemed to be the Aggregate Number hereunder.
No adjustments shall be made under this Section 5 as a result of
the issuance by the Company of the Warrant Shares upon exercise of
this Warrant.


(i) Stock Dividends; Subdivisions and
Combinations. In case at any time or from time to time the
Company shall:


(A) issue to the
holders of the Common Stock a dividend payable in, or other
distribution of, Common Stock (a “Stock
Dividend”),



 

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(B) subdivide its
outstanding shares of Common Stock into a larger number of shares
of Common Stock, including, without limitation, by means of a stock
split (a “Stock
Subdivision”), or


(C) combine its
outstanding shares of Common Stock into a smaller number of shares
of Common Stock (a “Stock
Combination”),


then
the Aggregate Number in effect immediately prior thereto shall be
(1) proportionately increased in the case of a Stock Dividend
or a Stock Subdivision and (2) proportionately decreased in
the case of a Stock Combination. In the event the Company shall
declare or pay, without consideration, any dividend on the Common
Stock payable in any right to acquire Common Stock for no
consideration, then the Company shall be deemed to have made a
Stock Dividend in an amount of shares equal to the maximum number
of shares issuable upon exercise of such rights to acquire Common
Stock.


(ii) Miscellaneous.
The following provisions shall be applicable to the making of
adjustments of the Aggregate Number provided above in this
Section 5(a):


(A) Whenever the
Aggregate Number is adjusted pursuant to this Section 5(a), the Warrant
Purchase Price per Warrant Share payable upon exercise of this
Warrant shall be adjusted by multiplying the Warrant Purchase Price
immediately prior to such adjustment by a fraction, the numerator
of which shall be the Aggregate Number prior to such adjustment,
and the denominator of which shall be the Aggregate Number
following such adjustment.


(B) If the Company
shall take a record of the holders of the Common Stock for the
purpose of entitling them to receive a dividend or distribution or
subscription or purchase rights and shall, thereafter and before
the distribution to shareholders thereof, legally abandon its plan
to pay or deliver such dividend, distribution, subscription or
purchase rights, then no adjustment shall be required by reason of
the taking of such record and any such adjustment previously made
in respect thereof shall be rescinded and annulled.


(b) Changes in Common Stock. In
case at any time the Company shall initiate any transaction or be a
party to any transaction (including, without limitation, a merger,
consolidation, share exchange, sale, lease or other disposition of
all or substantially all of the Company’s assets,
liquidation, recapitalization or reclassification of the Common
Stock or other transaction) in connection with which the previous
outstanding Common Stock shall be changed into or exchanged for
different securities of the Company or securities of another
corporation or interests in a non-corporate entity or other
property (including cash) or any combination of the foregoing (each
such transaction being herein called a “Transaction”), then, as a
condition of the consummation of the Transaction and without
duplication of any adjustment made pursuant to Section 5(a)(i), lawful,
enforceable and adequate provision shall be made so that the Holder
shall be entitled to receive upon exercise of this Warrant at any
time on or after the consummation of the Transaction, in lieu of
the Warrant Shares issuable upon such exercise prior to such
consummation, the securities or other property (including cash) to
which such Holder would have been entitled upon consummation of the
Transaction if such Holder had exercised this Warrant immediately
prior thereto (subject to adjustments from and after the
consummation date as nearly equivalent as possible to the
adjustments provided for in this Section 5). The foregoing
provisions of this Section 5(b) shall
similarly apply to successive Transactions. If holders of Common
Stock are given any choice as to the securities, cash or property
to be received in a Transaction, then the Holder shall be given the
same choice as to the consideration it receives upon any exercise
of this Warrant following such Transaction. At the Holder’s
request, any successor to the Company or surviving entity in such
Transaction shall issue to the Holder a new warrant consistent with
the foregoing provisions.



 

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(c) Notices. Whenever the Aggregate
Number is to be adjusted pursuant to this Section 5, unless
otherwise agreed by the Holder, the Company shall promptly (and in
any event within twenty (20) Business Days after the event
requiring the adjustment) prepare a certificate signed by the
principal executive officer or the principal financial officer of
the Company, setting forth, in reasonable detail, the event
requiring the adjustment and the method by which such adjustment is
to be calculated. The Company shall keep at its principal office
copies of all such certificates and cause the same to be available
for inspection at said office during normal business hours by the
Holder or any prospective purchaser of the Warrant (in whole or in
part) if so designated by the Holder.


6. Exchange, Replacement and
Assignability. This Warrant is exchangeable, upon the
surrender hereof by the Holder at the office of the Company set
forth in Section 2, for new
Warrants of like tenor and date representing in the aggregate the
right to purchase the number of Warrant Shares which may be
purchased hereunder, each of such new Warrants to represent the
right to purchase such number of Warrant Shares as shall be
designated by such Holder at the time of such surrender. Upon
receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of Warrants and, in the case of any such
loss, theft or destruction, of an indemnity letter (reasonably
satisfactory to the Company) of an institutional holder of such
Warrants, or in other cases, of a bond of indemnity or other
security satisfactory to the Company, or, in the case of any such
mutilation, upon surrender or cancellation of Warrants, the Company
will issue to the Holder a new Warrant of like tenor and date, in
lieu of this Warrant or such new Warrants, representing the right
to purchase the number of Warrant Shares which may be purchased
hereunder. Subject to compliance with Section 3, this Warrant
and all rights hereunder are transferable in whole or in part upon
the books of the Company by the registered Holder hereof in person
or by duly authorized attorney, and new Warrants shall be made and
delivered by the Company, of the same tenor and date as this
Warrant but registered in the name of the transferees, upon
surrender of this Warrant, duly endorsed, to the appropriate office
or agency of the Company. All expenses, taxes (other than stock
transfer taxes) and other charges payable in connection with the
preparation, execution and delivery of Warrants pursuant to this
Section 6
shall be paid by the Company.


7. Registration of Warrant. The
Company shall register this Warrant, upon records to be maintained
by the Company for that purpose (the “Warrant Register”), in
the name of the record Holder hereof from time to time. The Company
may deem and treat the registered Holder of record of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof
or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary.


8. Warrant Agent. The Company
shall serve as warrant agent under this Warrant. Upon 30
days’ notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new
warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall
be a party or any corporation to which the Company or any new
warrant agent transfers substantially all of its corporate trust or
stockholder services business shall be a successor warrant agent
under this Warrant without any further act. Any such successor
warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid)
to the Holder at the Holder’s last address as shown on the
Warrant Register.



 

7







 






9. Transfer Books, No Rights as
Shareholder, Survival of Rights. The Company will at no time
close its transfer books against the transfer of this Warrant or
any Warrant Shares in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the Holder
to any voting rights or any rights as a shareholder of the Company.
The rights and obligations of the Company, of the Holder of this
Warrant and of any Holder of Warrant Shares issued upon exercise of
this Warrant pursuant to the terms of this Warrant shall survive
the exercise of this Warrant.


10. Amendment and
Waiver.


(a) It is agreed that
any waiver, permit, consent or approval of any kind or character on
the Holder’s part of any breach or default under this
Warrant, or any waiver on the Holder’s part of any provisions
or conditions of this Warrant must be in writing.


(b) Any amendment,
supplement or modification of or to any provision of this Warrant,
any waiver of any provision of this Warrant and any consent to any
departure by any party from the terms of any provision of this
Warrant shall be effective only if it is made or given in writing
and signed by the Company and the Holder.


(c) Any amendment or
waiver consented to as provided in this Section 10 is binding upon
each future Holder of this Warrant and upon the Company without
regard to whether this Warrant has been marked to indicate such
amendment or waiver.


11. Rights of Transferees. Subject
to compliance with Section 3, the rights
granted to the Holder hereunder of this Warrant shall pass to and
inure to the benefit of all subsequent transferees of all or any
portion of the Warrant (provided that the Holder and any transferee
shall hold such rights in proportion to their respective ownership
of the Warrant and Warrant Shares) until extinguished pursuant to
the terms hereof.


12. Headings. The headings in this
Warrant are for convenience of reference only and shall not
constitute a part of this Warrant, nor shall they affect their
meaning, construction or effect.


13. Notices. Any notice, request,
communication or other document required or permitted to be given
or delivered to the Holder or the Company shall be delivered, or
shall be sent by certified or registered mail, postage prepaid, to
the Holder at its address as shown on the books of the Company or
to the Company at the address indicated therefor on the signature
page of this Warrant.


14. Successors and Assigns. This
Warrant shall be binding upon and inure to the benefit of the
parties hereto and their respective successors or heirs and
personal representatives and permitted assigns; provided, that the Company
shall have no right to assign its rights, or to delegate its
obligations, hereunder without the prior written consent of the
Holder.



 

8







 






15. Governing
Law. This Agreement and (unless otherwise provided) all
amendments hereof and waivers and consents hereunder shall be
governed by the laws of the State of New York, notwithstanding any
conflict of law provision to the contrary. THE COMPANY AND HOLDER
EACH HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS
LOCATED IN NEW JERSEY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY AND THE HOLDER
PERTAINING TO THIS WARRANT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS WARRANT.


16. Severability. If any one or
more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable in
any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired,
unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions
hereof. The parties hereto further agree to replace such invalid,
illegal or unenforceable provision of this Warrant with a valid,
legal and enforceable provision that will achieve, to the extent
possible, the economic, business and other purposes of such
invalid, illegal or unenforceable provision.


17. WAIVER OF JURY TRIAL. BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS
ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE
THAT DISPUTES ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST
COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THE COMPANY
AND HOLDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS
WARRANT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE
TRANSACTIONS RELATED HERETO OR THERETO.


18. Entire Agreement. This Warrant
contains the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous
agreements or understandings with respect thereto.


[signature page
follows]




 

9








 






IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer, duly attested by its authorized
officer, as of the date first set forth above.


 


	
 

	

Palatin
Technologies, Inc.


By:
__________________________________


Name:
Stephen T. Wills


Title:
Chief Financial Officer, Chief Operating Officer and Executive Vice
President


	

ATTEST:


By:
________________________________


Name:
Stephen A. Slusher


Title:
Assistant Secretary


 

	
 









[Signature
Page]


 








 







NOTICE OF EXERCISE


	

To:

	

Palatin
Technologies, Inc.


4B
Cedar Brook Drive


Cranbury,
NJ 08512


Attention:
Chief Financial Officer


Facsimile:
(609) 495-2203







1. The undersigned,
pursuant to the provisions of the attached Warrant, hereby elects
to exercise this Warrant with respect to ________ shares of Common
Stock (the “Exercise
Amount”). Capitalized terms used but not otherwise
defined herein have the meanings ascribed thereto in the attached
Warrant.


2. The undersigned
herewith tenders cash payment for such shares in the following
manner (please check type, or types, of payment and indicate the
portion of the Exercise Price to be paid by each type of
payment):


_________________________________________


3. Please issue a
certificate or certificates representing the shares issuable in
respect hereof under the terms of the attached Warrant, as
follows:


	
 

	

 


(Name
of Record Holder/Transferee)







 


and
deliver such certificate or certificates to the following
address:


 


	
 

	

(Address
of Record Holder/Transferee)


 






4. If the Exercise
Amount is less than all of the shares of Common Stock purchasable
hereunder, please issue a new warrant representing the remaining
balance of such shares, as follows:


	
 

	

 


(Name
of Record Holder/Transferee)







and
deliver such warrant to the following address:


	
 

	

(Address
of Record Holder/Transferee)


 


	

Date:

	

Name of
Record Holder


 


_______________________________________


 


By:


Name:
____________________________


Title:
_____________________________









[Notice
of Exercise]


 








 







ASSIGNMENT FORM


 


(To
assign the foregoing warrant, execute


this
form and supply required information.


Do not
use this form to exercise the warrant.)


 


 


 


FOR
VALUE RECEIVED, [____] all of or [_______] shares of the foregoing
Warrant and all rights evidenced thereby are hereby assigned
to


_______________________________________________
whose address is


 


_______________________________________________________________.


 


 


Dated:
______________, _______


 


 



Holder’s
Signature:                                           

_____________________________






 



Holder’s
Address:                                           

_____________________________






 


_____________________________


 


 


 


Signature
Guaranteed:
___________________________________________


 


 


NOTE:
The signature to this Assignment Form must correspond with the name
as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a
bank or trust company. Officers of corporations and those acting in
a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant.


 




[Assignment
Form]