**Exhibit 10.44**

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPONAN 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 ORPURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT 

**COMMON STOCK PURCHASE WARRANT**

To Purchase[            ] Shares of Common Stock of 

**SCOLR Pharma, Inc.**

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received,                                 (the “Holder”), is entitled,upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is six (6) months from the date hereof, but not before, and on or before the close of business on theTermination Date (as defined below) but not thereafter, to subscribe for and purchase from SCOLR Pharma, Inc. a corporation incorporated in the State of Delaware (the “Company”), up to[            ] shares (the “Warrant Shares”) of Common Stock, of the Company (the “Common Stock”). The purchase price of each full share of Common Stock(the “Exercise Price”) under this Warrant shall be SEVENTY FIVE CENTS ($0.75), subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustmentas provided herein. As used herein “Termination Date” shall mean March 12, 2015. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Unit Purchase Agreement (the “PurchaseAgreement”), dated March 12, 2010, between the Company and the Holder. 

1. Title to Warrant. Prior to theTermination Date and subject to compliance with applicable laws and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or byduly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company. 

 

1 

2. Authorization of Shares. The Company covenants that all Warrant Shares which maybe issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liensand charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 

3. Exercise of Warrant. 

(a) Except as provided in Section 4 herein, exercise of thepurchase rights represented by this Warrant may be made at any time or times on or before the Termination Date by surrendering the original of this Warrant and the Notice of Exercise annexed hereto duly executed, at the office of the Company (orsuch other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) and paying the Exercise Price of the shares thereby purchased by wiretransfer or cashier’s check drawn on a United States bank or electing a cashless exercise pursuant to Section 3(d), and the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates forshares purchased hereunder shall be delivered to the Holder within five (5) Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate orcertificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercisedby payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. “Trading Day” means a day on which the NYSE AmexExchange is open for the transaction of business. 

(b) If this Warrant shall have been exercised in part, theCompany shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which newWarrant shall in all other respects be identical with this Warrant. 

(c) If the Company fails to deliver to theHolder a certificate or certificates representing the Warrant Shares pursuant to Section 3(a) of this Warrant by the close of business on the fifth Trading Day after the date of exercise, then the Holder will have the right to rescind suchexercise prior to the delivery of the Warrant Shares. 

(d) If, but only if, at any time six months from thedate of issuance of this Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised by means of a “cashless exercise” in which the Holder shallbe entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) multiplied (X)] by (A), where: 

 
        (A) =  the Closing Price on the Trading Day immediately preceding the date of such election;
 

2 

        (B)  =  the Exercise Price of this Warrant, as adjusted; and        (X)  =  the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashlessexercise.
4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional sharesshall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal tosuch fraction multiplied by the Exercise Price. 

5. Charges, Taxes and Expenses. Issuance of certificates for WarrantShares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall beissued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrantwhen surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer taxincidental thereto. 

6. Closing of Books. The Company will not close its stockholder books or records in any mannerthat prevents the timely exercise of this Warrant, pursuant to the terms hereof. 

7. Transfer, Division andCombination. 

(a) Subject to compliance with any applicable securities laws and the conditions set forthherein and in the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with an Assignment Form annexed hereto duly executedby 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 inthe name of the assignee or assignees 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 shallpromptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. 

(b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of theCompany, together with a written notice specifying the names and denominations in which new Warrants are to be issued,

 

3 

signed by the Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the Company shall executeand deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 

(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. 

(d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer ofthe Warrants. 

(e) If, at the time of the surrender of this Warrant in connection with any transfer of thisWarrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing suchtransfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparabletransactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investmentletter in form and substance reasonably acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act. 

8. No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as ashareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or election of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued tosuch Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment. 

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stockcertificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender andcancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. 

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any rightrequired or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday. 

11. Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise ofthis Warrant and the Exercise Price shall

 

4 

be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) declare a dividend or other distribution in shares of Common Stock orother securities or property of the Company to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into asmaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall beadjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Uponeach such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting fromsuch adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to suchadjustment and dividing by the number of Warrant Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective upon theeffective date of such event retroactive to the record date, if any, for such event. 

12. Reorganization, Reclassification,Merger, Consolidation or Disposition of Assets. In case the Company shall (a) reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Company is not the surviving entity or wherethere is a change in or distribution with respect to the Common Stock of the Company), or (b) sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another person and, pursuant to the terms ofsuch reorganization, reclassification, merger, consolidation or disposition of property, assets or business, shares of common stock or other equity securities of the successor or acquiring entity and/or any cash, shares of stock or other securitiesof the surviving entity or any other entity or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“OtherProperty”), are to be received by or distributed to the holders of Common Stock of the Company (assuming in the case of such a disposition, the immediate liquidation of the Company and distributions upon liquidation to the Company’sstockholders), then the Holder shall have the right thereafter to receive upon exercise of this Warrant, the number of shares of common stock or other equity securities of the successor or acquiring entity or of the Company, if it is the survivingentity, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of property, assets or business by a Holder of the number of shares of Common Stock for which this Warrant isexercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of property, assets or business, the successor or acquiring corporation (if other than the Company) shallexpressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications asmay be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent aspracticable to the adjustments provided for in this Section 12. For purposes of this Section 12,

 

5 

“common stock or other equity securities of the successor or acquiring entity” shall include equity securities of such entity of any class which is not preferred as to dividends orassets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stockor other equity securities, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of thisSection 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. 

13. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, asherein provided, the Company shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such WarrantShares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. 

14. Notice of Corporate Action. If at any time: 

(a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive adividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or 

(b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stockof the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or, 

(c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; 

then, in any one or more of such cases, the Company shall give to Holder (i) at least 10 calendar days’ prior written notice of the date on whicha record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and(ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 30 calendar days’ prior written notice of the date when the same shall takeplace. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall beentitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation orwinding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their

 

6 

Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed toHolder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 17(d). 

15. Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the WarrantShares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates toexecute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued asprovided herein without violation of any applicable law or regulation, or of any requirements of the securities exchange upon which the Common Stock may be listed. 

Except and to the extent waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization,transfer or disposition of properties, assets or business, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, butwill at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limitingthe generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may benecessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations,exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or inthe Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. 

16. Registration Rights. The Warrant Shares shall be entitled to the registration rights as set forth in the Purchase Agreement. Suchregistration rights are incorporated herein by this reference as if such provisions had been set forth herein full. 

17.Miscellaneous. 

(a) Governing Law; Jurisdiction. All questions concerning the construction,validity, enforcement and interpretation, including governing law, venue and jurisdiction, of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement. 

 

7 

(b) Restrictions. The Holder acknowledges that the Warrant Sharesacquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. 

(c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudiceHolder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to theHolder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collectingany amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 

(d)Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement; provided upon any permittedassignment of this Warrant, the assignee shall promptly provide the Company with its contact information. 

(e)Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to anyliability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 

(f) Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery ofdamages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant andhereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 

(g) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors andpermitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares. 

(h) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of theCompany and the Holder. 

(i) Severability. Wherever possible, each provision of this Warrant shall beinterpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition orinvalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. 

 

8 

(j) Headings. The headings used in this Warrant are for theconvenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. 

********************

 

9 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officerthereunto duly authorized. 

Dated: March 12, 2010 

 
**SCOLR Pharma, Inc.**By: 
 
Name: Title: 
 

10 

**NOTICE OF EXERCISE**

To: SCOLR Pharma, Inc. 

(1) The undersigned hereby elects to purchase             Warrant Shares of SCOLR Pharma, Inc. pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price infull, together with all applicable transfer taxes, if any. 

(2) Payment shall take the form of (check applicable box):

 ̈ in lawful money of the United States; or 

 ̈ the cancellation of such number of Warrant Shares as is necessary, in accordance with theformula set forth in subsection 3(d), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3(d). 

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as isspecified below: 

__________________________ 

The Warrant Shares shall be delivered to the following: 

__________________________ 

__________________________ 

__________________________ 

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended. 

 
[PURCHASER]
By:
 
 

Name:
 
Title:
 
Dated:
 
 

**ASSIGNMENT FORM**

(To assign the foregoing warrant, execute 

this form andsupply required information. 

Do not use this form to exercise the warrant.) 

FOR VALUE RECEIVED, 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 theWarrant, 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 ofauthority to assign the foregoing Warrant.