Blueprint





  Exhibit 4.2








PALATIN TECHNOLOGIES, INC.


SERIES
J 2016 WARRANT TO PURCHASE ______ SHARES


OF
COMMON STOCK


Series
J 2016 Warrant No. __


December __, 2016
(the “Date of
Grant”)


THIS
WARRANT (this “Warrant”)
certifies that, for value received, ______________ ______________
and its assignees (the, “Holder") are
entitled to subscribe for and purchase _______ shares (as adjusted
pursuant to Section 4 hereof, the
“Warrant
Shares”) of the fully paid and nonassessable common
stock, par value $0.01 per share, (the “Common Stock”)
of PALATIN TECHNOLOGIES, INC., a Delaware corporation (the
“Company”), at
a price per Warrant Share, equal to $0.__ (such price and such
other price as shall result, from time to time, from the
adjustments specified in Section 4 hereof is herein
referred to as the “Warrant Price”),
subject to the provisions and upon the terms and conditions
hereinafter set forth.


1. Term. The purchase right
represented by this Warrant is exercisable, in whole or in part, at
any time and from the Date of Grant through the date that is the
five (5) year anniversary of the Date of Grant (the
“Term”).


2. Method of Exercise; Payment; Issuance
of New Warrant. Subject to Section 1 and Section 10 hereof, the purchase
right represented by this Warrant may be exercised by the Holder,
in whole or in part and from time to time, at the election of the
Holder, by (a)  delivery by the Holder to the Company of an
exercise notice in the form attached hereto as Exhibit A (each, an
“Exercise
Notice”) and, either (a) within one (1) Trading Day
(as defined below) of the date said Exercise Notice is delivered to
the Company, payment to the Company, by certified or bank check or
by wire transfer to an account designated by the Company (a
“Wire
Transfer”), of an amount equal to the then applicable
Warrant Price multiplied by the number of Warrant Shares then being
purchased (each, an “Aggregate Exercise
Price”) or (b) valid exercise pursuant to such
Exercise Notice of the Conversion Right (as defined below) provided
for in Section 9.1
hereof. No ink-original Exercise Notice shall be required, nor
physical surrender of this Warrant, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any
Exercise Notice form be required. Notwithstanding anything herein
to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has
purchased all of the Warrant Shares available hereunder and the
Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant to the Company for cancellation within three
(3) Trading Days of the date the final Exercise Notice is delivered
to the Company. The Company shall deliver any objection to any
Notice of Exercise within one (1) Business Day of receipt of such
notice. The Person or Persons in whose name(s) any certificate(s)
representing the Warrant Shares have been issued, or will be issued
after the exercise of this Warrant, shall be deemed to have become
the holder(s) of record, and shall be treated for all purposes as
the record holder(s), of the Warrant Shares represented thereby
(and such Warrant Shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates
upon which this Warrant is exercised and payment is made for such
Warrant Shares. On or before the third Trading Day following the
date on which the Company has received an Exercise Notice in the
form attached hereto as Exhibit A, but not in any event prior to
the time the Holder has delivered the Aggregate Exercise Price (or
valid exercise of the Conversion Right pursuant to Section 9.1
hereof) (the “Share Delivery
Date”), the Company shall, (X) provided that the
Company’s transfer agent for the Common Stock (the
“Transfer
Agent”) is participating in the Direct Registration
System (including any successor thereto, “DRS”) or The
Depository Trust Company (“DTC”) Fast
Automated Securities Transfer Program (including any successor
thereto, the “FAST
Program”), upon the request of the Holder, credit such
aggregate number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise to either the Holder’s or
its designee’s balance account with DTC through its Deposit /
Withdrawal At Custodian system, or to the Holder’s or its
designee’s direct registration account, or (Y), if the
Transfer Agent is not participating in either the DRS or FAST
Program, issue and dispatch by overnight courier to the address as
specified in the Exercise Notice, a certificate (which shall be
unlegended, provided that the Warrant Shares subject to the
Exercise Notice are included in an effective Registration Statement
or all applicable requirements of Rule 144, including the holding
period thereof, are met, and subject in all cases to requirements
of, and compliance with, securities laws then in effect),
registered in the Company’s share register in the name of the
Holder or its designee, for the number of shares of Common Stock to
which the Holder is entitled pursuant to such
exercise.



 







 






As used
herein, “Trading
Day” means any day on
which the Common Stock are traded on the Principal Market, or, if
the Principal Market is not the principal trading market for the
Common Stock, then on the principal securities exchange or
securities market on which the Common Stock is then traded;
provided that
“Trading Day” shall not
include any day on which the Common Stock are scheduled to trade on
such exchange or market for less than 4.5 hours or any day that the
Common Stock are suspended from trading during the final hour of
trading on such exchange or market (or if such exchange or market
does not designate in advance the closing time of trading on such
exchange or market, then during the hour ending at 4:00:00 p.m.,
New York time).


The
Holder and any assignee, by acceptance of this Warrant, acknowledge
and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on
the face hereof.


3. Stock Fully Paid; Reservation of
Warrant Shares. All Warrant Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon
issuance pursuant to the terms and conditions herein, be duly
authorized, validly issued, fully paid and nonassessable, and free
from all preemptive rights and taxes, liens and charges with
respect to the issue thereof. During the period within which the
rights represented by this Warrant may be exercised, the Company
will at all times have authorized, and reserved, for the purpose of
the issuance of Warrant Shares, a sufficient number of shares of
its Common Stock to provide for the exercise of the rights
represented by this Warrant.


4. Adjustment of Warrant Price and Number
of Warrant Shares. The number and kind of securities
purchasable upon the exercise of this Warrant and the Warrant Price
shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:



 

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(a) Stock Dividends and Splits. If the
Company, at any time from and after the Date of Grant and while
this Warrant is outstanding: (i) subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes
of its outstanding shares of Common Stock into a greater number of
shares, the Warrant Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased, or (ii) combines
(by combination, reverse stock split or otherwise) one or more
classes of its outstanding shares of Common Stock into a smaller
number of shares, the Warrant Price in effect immediately prior to
such combination will be proportionately increased and the number
of Warrant Shares will be proportionately decreased. Any adjustment
under this Section 4(a) shall become effective at the close of
business on the date the subdivision or combination becomes
effective.


(b) Par Value. The Company shall not
subdivide (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common
Stock into a greater number of shares if it would cause the Warrant
Price to be less than the par value of the Common
Stock.


(c) Rights Upon Distribution of Assets. If
the Company shall declare or make any dividend or other
distributions of its assets (or rights to acquire its assets) to
any or all holders of shares of Common Stock, by way of return of
capital or otherwise (including, without limitation, any
distribution of cash, stock or other securities, property or
options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”),
at any time after the Date of Grant, then, in each such case, the
Holder shall be entitled to participate in such Distribution to the
same extent that the Holder would have participated therein if the
Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any
limitations on exercise of this Warrant) immediately before the
date of which a record is taken for such Distribution, or, if no
such record is taken, the date as of which the record holders of
shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the
Holder’s right to participate in any such Distribution would
result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to
participate in such Distribution to such extent (or in the
beneficial ownership of any shares of Common Stock as a result of
such Distribution to such extent) and the portion of such
Distribution shall be held in abeyance for the benefit of the
Holder until such time or times as its right thereto would not
result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, at which time or times the Holder shall be
granted such Distribution (and any Distributions declared or made
on such initial Distribution or on any subsequent Distribution to
be held similarly in abeyance) to the same extent as if there had
been no such limitation).


(d) Purchase Rights. In addition to any
adjustments pursuant to this Section 4 above, if at any time after
the Date of Grant and prior to the Expiration Date the Company
grants, issues or sells any rights, warrants or options to
subscribe for or purchase shares of Common Stock or other stock or
securities, directly or indirectly convertible into, or exercisable
or exchangeable for, shares of Common Stock, or rights to purchase
stock, warrants, securities or other property pro rata to the
record holders of any class of shares of Common Stock (the
“Purchase
Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant (without regard to any
limitations on exercise of this Warrant) immediately before the
date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of shares of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights
(provided, however, that to the extent that the Holder’s
right to participate in any such Purchase Right would result in the
Holder and the other Attribution Parties exceeding the Maximum
Percentage, then the Holder shall not be entitled to participate in
such Purchase Right to such extent (and shall not be entitled to
beneficial ownership of such shares of Common Stock as a result of
such Purchase Right to such extent) and such Purchase Right (and
beneficial ownership) to such extent shall be held in abeyance for
the Holder until such time or times as its right thereto would not
result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, at which time or times the Holder shall be
granted such right (and any Purchase Right granted, issued or sold
on such initial Purchase Right or on any subsequent Purchase Right
to be held similarly in abeyance) to the same extent as if there
had been no such limitation).



 

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(e) Calculations. All calculations under
this Section 4 shall be made to the nearest cent or the nearest
1/100th of a share, as the case may be. For purposes of this
Section 4, the number of shares of Common Stock deemed to be issued
and outstanding as of a given date shall be the sum of the number
of shares of Common Stock (excluding treasury shares, if any)
issued and outstanding.


5. Notice of Adjustments. Whenever
the Warrant Price or the number of Warrant Shares purchasable
hereunder is adjusted pursuant to Section 4 hereof, the
Company shall deliver to the Holder of this Warrant a certificate,
signed by its chief financial officer and setting forth, in
reasonable detail, the event requiring the adjustment, the amount
of the adjustment, the method by which such adjustment was
calculated, and the Warrant Price and the number of Warrant Shares
purchasable hereunder after giving effect to such adjustment.
Copies of which such certificate shall be mailed (without regard to
Section 13
hereof, by first class mail, postage prepaid) to the
Holder.


6. Fractional Shares. No
fractional shares of Common Stock will be issued in connection with
any exercise hereunder, but in lieu of such fractional shares the
Company shall make a cash payment therefor based on the fair market
value (as mutually determined by the Company and the Holder) of the
Common Stock on the date of exercise/in an amount equal to such
fraction multiplied by the Warrant Price.

7. [Intentionally
Omitted].


8. Rights as Shareholders;
Information. No Holder, as such, shall be entitled to vote
or receive dividends or be deemed the holder of Common Stock which
may at any time be issuable upon the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer
upon the Holder, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon
any matter submitted to shareholders at any meeting thereof, or to
receive notice of meetings, or, subject to the terms of this
Warrant, to receive dividends or subscription rights or otherwise
until this Warrant shall have been exercised and the Warrant Shares
shall have become deliverable, as provided herein.



 

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9. Additional Rights.


9.1           Right
to Convert Warrant into Stock: Net Issuance.


(a) Right to Convert. If at the
time of exercise of this Warrant there is no effective registration
statement registering, or the prospectus contained therein is not
available for the issuance of, the Warrant Shares to the Holder,
then in addition to and without limiting the rights of the Holder
under the terms of this Warrant, subject to Section 10, the Holder shall
have the right to convert this Warrant or any portion thereof (the
“Conversion
Right”) into Warrant Shares as provided in this
Section 9.1 at any
time or from time to time beginning on the day following the
six-month anniversary of the date of issuance. Upon exercise of the
Conversion Right with respect to a particular number of Warrant
Shares (the “Converted Warrant
Shares”), the
Company shall deliver to the Holder (without payment by the Holder
of any exercise price or any cash or other consideration) that
number of Warrant Shares as is determined according to the
following formula:



(A x B) - (A x C)


 B



Where: A
= 

the total number of
shares with respect to which this Warrant is then being
exercised;







B
= 

the Weighted
Average Price of the shares of Common Stock on the Trading Day
immediately preceding the date of the Exercise Notice;
and







C
= 

the Warrant Price
then in effect for the applicable Warrant Shares at the time of
such exercise.






No
fractional shares shall be issuable upon exercise of the Conversion
Right, and, if the number of shares to be issued determined in
accordance with the foregoing formula is other than a whole number,
the Company shall pay to the Holder a cash adjustment in respect of
such final fraction in an amount equal to such fraction multiplied
by the Warrant Price. For purposes of this Section 9, shares issued
pursuant to the Conversion Right shall be treated as if they were
issued upon the exercise of this Warrant.


“Weighted Average
Price” as used herein, shall mean, for any security as of any date, the dollar
volume-weighted average price for such security on the NYSE MKT
during the period beginning at 9:30:01 a.m., New York City
time (or such other time as the NYSE MKT publicly announces is the
official open of trading), and ending at 4:00:00 p.m., New
York City time (or such other time as the NYSE MKT publicly
announces is the official close of trading), as reported by
Bloomberg through its “Volume at
Price” function or, if
the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the
electronic bulletin board for such security during the period
beginning at 9:30:01 a.m., New York City time (or such other
time as such market publicly announces is the official open of
trading), and ending at 4:00:00 p.m., New York City time (or
such other time as such market publicly announces is the official
close of trading), as reported by Bloomberg, or, if no dollar
volume-weighted average price is reported for such security by
Bloomberg for such hours, the average of the highest closing bid
price and the lowest closing ask price of any of the market makers
for such security as reported by the OTC Markets. If the Weighted
Average Price cannot be calculated for such security on such date
on any of the foregoing bases, the Weighted Average Price of such
security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the
Holder are unable to agree upon the fair market value of such
security, then such dispute shall be resolved pursuant to
Section
15 with the term
“Weighted Average Price” being substituted for the term
“Warrant Price”. All such determinations to be
appropriately adjusted for any stock dividend, stock split, stock
combination, reclassification or other similar transaction during
the applicable calculation period.



 

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(b) Method of Exercise. The
Conversion Right may be exercised by the Holder by delivery to the
Company of an Exercise Notice electing to exercise, all or any
part, of this Warrant as designated in such Exercise Notice
pursuant to the Conversion Right. No ink-original Exercise Notice
shall be required, nor physical surrender of this Warrant, nor
shall any medallion guarantee (or other type of guarantee or
notarization) of any Exercise Notice form be required to effect an
exercise using the Conversion Right. Such conversion shall be
effective upon receipt by the Company of such Exercise Notice, or
on such later date as is specified therein (the “Conversion
Date”), and, at the election of the Holder, may be
made contingent upon the closing of the sale of the Company’s
Common Stock to the public in a public offering pursuant to a
registration statement under the Act (a “Public
Offering”). The Converted Warrant Shares shall be
delivered to the Holder on or prior to the applicable Share
Delivery Date and, if applicable, a new warrant evidencing the
balance of the Warrant Shares available for issuance, shall be
issued as of the Conversion Date and shall be delivered to the
holder within thirty (30) days following the Conversion
Date.


9.2           Exercise
Prior to Expiration. Subject to Section 10 below, to the
extent this Warrant is not previously exercised as to all of the
Warrant Shares subject hereto, and if the Weighted Average Price of
one share of Common Stock is greater than the Warrant Price then in
effect, this Warrant shall be deemed automatically exercised
pursuant to Section 9.1 above (even if
not surrendered) immediately before its expiration. To the extent
this Warrant or any portion thereof is deemed automatically
exercised pursuant to this Section 9.2, the Company
agrees to notify the Holder of the number of Warrant Shares, if
any, the Holder is to receive by reason of such automatic exercise,
to the extent not prohibited pursuant to Section 10.


10.           Beneficial
Ownership Limitation on Exercises. The Company shall not
effect the exercise of any portion of this Warrant, and the Holder
shall not have the right to exercise any portion of this Warrant,
if (and then only to the extent that), after giving effect to such
exercise, such Holder together with the other Attribution Parties
(as defined below) collectively would beneficially own in excess of
[4.99%] [9.99%] (such percentage cap, the “Maximum
Percentage”) of the shares of Common Stock outstanding
immediately after giving effect to such exercise. For purposes of
the foregoing sentence, the aggregate number of shares of Common
Stock beneficially owned by the Holder and the other Attribution
Parties shall include the number of shares of Common Stock held by
the Holder and all other Attribution Parties plus the number of
Warrant Shares with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock
which would be issuable upon (i) exercise of the remaining,
unexercised portion of this Warrant beneficially owned by the
Holder or any other Attribution Party and (ii) exercise or
conversion of the unexercised or unconverted portion of any other
securities of the Company (including, without limitation, any
convertible notes or convertible preferred stock or warrants,
including these Series J Warrants) beneficially owned by the Holder
or any other Attribution Party subject to a limitation on
conversion or exercise analogous to the limitation contained in
this Section 10.
For purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act.
For purposes of determining the number of Warrant Shares the Holder
may acquire upon the exercise of this Warrant without exceeding the
Maximum Percentage, the Holder may rely on the number of
outstanding shares of Common Stock as reflected in (1) the
Company’s most recent Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, Current Report on Form 8-K or other public
filing with the Securities and Exchange Commission, as the case may
be, (2) a more recent public announcement by the Company or (3) any
other written notice by the Company or the Transfer Agent setting
forth the number of shares of Common Stock outstanding (the
“Reported
Outstanding Share Number”). If the Company receives an
Exercise Notice from the Holder at a time when the actual number of
outstanding shares of Common Stock is less than the Reported
Outstanding Share Number, the Company shall (i) notify the Holder
in writing of the number of shares of Common Stock then outstanding
and, to the extent that the issuance of Warrant Shares stated in
the Exercise Notice would otherwise cause the Holder’s
beneficial ownership, as determined pursuant to this Section 10, to exceed the
Maximum Percentage, the Holder must notify the Company of a reduced
number of Warrant Shares to be purchased pursuant to such Exercise
Notice (the number of shares by which such purchase is reduced, the
“Reduction
Shares”) and (ii) as soon as reasonably practicable,
return to the Holder any exercise price paid by the Holder for the
Reduction Shares. For any reason at any time, upon the written or
oral request of the Holder, where such request indicates that it is
being made pursuant to this Warrant, the Company shall, within two
(2) Trading Days, confirm orally and in writing or by electronic
mail to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the
conversion or exercise of securities of the Company, including
these Series J Warrants, by the Holder and any other Attribution
Party since the date as of which the Reported Outstanding Share
Number was reported. In the event that the issuance of shares of
Common Stock to the Holder upon the exercise of this Warrant
results in the Holder and the other Attribution Parties being
deemed to beneficially own, in the aggregate, more than the Maximum
Percentage of the number of outstanding shares of Common Stock (as
determined under Section 13(d) of the Exchange Act), the number of
shares so issued by which the Holder’s and the other
Attribution Parties’ aggregate beneficial ownership exceeds
the Maximum Percentage (the “Excess
Shares”) shall be deemed null and void and shall be
cancelled ab initio, and
the Holder shall not have the power to vote or to transfer the
Excess Shares. As soon as reasonably practicable after the issuance
of the Excess Shares has been deemed null and void, the Company
shall return to the Holder the exercise price paid by the Holder
for the Excess Shares. For purposes of clarity, the shares of
Common Stock underlying this Warrant in excess of the Maximum
Percentage shall not be deemed to be beneficially owned by the
Holder for any purpose, including for purposes of Section 13(d) or
Rule 16a-1(a)(1) of the Exchange Act. The provisions of this
paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 10 to the extent
necessary to correct this paragraph or any portion of this
paragraph which may be defective or inconsistent with the intended
beneficial ownership limitation contained in this Section 10 or to make changes
or supplements necessary or desirable to properly give effect to
such limitation. The limitation as contained in this paragraph may
not be waived and shall apply to a successor holder of this
Warrant.



 

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As used in this Warrant,
“Attribution
Parties” means,
collectively, the following Persons
and entities: (i) [insert Holder parties] or any of its Affiliates
or principals, (ii) any direct or indirect Affiliates of the Holder
or of any of the foregoing, (iii) any Person acting or who could be
deemed to be acting as a Group together with the Holder or any of
the foregoing and (iv) any other Persons whose beneficial ownership
of the Company’s Common Stock would or could be aggregated
with the Holder’s and the other Attribution Parties for
purposes of Section 13(d) of the Exchange Act. For clarity, the
purpose of the foregoing is to subject collectively the Holder and
all other Attribution Parties to the Maximum
Percentage.


11. Modification and Waiver. This
Warrant and any provision hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the
Company and the Holder.


12. 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.


13. Binding Effect on Successors.
This Warrant shall be binding upon any entity succeeding the
Company by merger or consolidation, and all of the obligations of
the Company relating to the Warrant Shares shall survive the
exercise, conversion and termination of this Warrant and all of the
covenants and agreements of the Company shall inure to the benefit
of the successors and assigns of the Holder.


14. Dispute
Resolution. In the case of a
dispute as to the determination of the Warrant Price or the
arithmetic calculation of the Warrant Shares, the Company shall
submit the disputed determinations or arithmetic calculations via
email or facsimile within two (2) Trading Days of receipt of the
Exercise Notice giving rise to such dispute, as the case may be, to
the Holder. If the Holder and the Company are unable to agree upon
such determination or calculation of the Warrant Price or the
Warrant Shares within five (5) Trading Days of such disputed
determination or arithmetic calculation being submitted to the
Holder, then the Company shall, within two (2) Trading Days submit
via email or facsimile (a) the disputed determination of the
Warrant Price to an independent, reputable investment bank selected
by the Company and approved by the Holder or (b) the disputed
arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall use reasonable
best efforts to cause the investment bank or the accountant, as the
case may be, to perform the determinations or calculations and
notify the Company and the Holder of the results no later than ten
(10) Trading Days from the time it receives the disputed
determinations or calculations. Such investment bank’s or
accountant’s determination or calculation, as the case may
be, shall be binding upon all parties absent demonstrable error.
The expenses of the investment bank and accountant will be borne by
the Company, unless the investment bank or accountant determines
that the determination of the Warrant Price or the arithmetic
calculation of the Warrant Shares by the Company was correct, in
which case the expenses of the investment bank and accountant will
be borne by the Holder.



 

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15. Lost Warrants. The Company
covenants to the Holder that, upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft
or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation
upon surrender and cancellation of such Warrant, the Company will
make and deliver a new Warrant, of like tenor, in lieu of the lost,
stolen, destroyed or mutilated Warrant.


16. Descriptive Headings. The
descriptive headings of the various Sections of this Warrant are
inserted for convenience only and do not constitute a part of this
Warrant. The language in this Warrant shall be construed as to its
fair meaning without regard to which party drafted this
Warrant.


17. Governing Law. This Warrant
shall be construed and enforced in accordance with, and the rights
of the parties shall be governed by, the laws of the State of New
York without giving effect to any choice or conflict of law
provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of laws of any
jurisdiction other than those of the State of New
York.


18. [Intentionally
Omitted].


19. Remedies. In case any one or
more of the covenants or agreements contained in this Warrant shall
have been breached, the holders hereof (in the case of a breach by
the Company), or the Company (in the case of a breach by the
Holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but
not limited to, an action for damages as a result of any such
breach and/or an action for specific performance of any such
covenant or agreement contained in this Warrant.


20. Severability. The invalidity or
unenforceability of any provision of this Warrant in any
jurisdiction shall not affect the validity or enforceability of
such provision in any other jurisdiction, or affect any other
provision of this Warrant, which shall remain in full force and
effect.


21. Recovery of Litigation Costs.
If any legal action or other proceeding is brought for the
enforcement of this Warrant, or because of an alleged dispute,
breach, default, or misrepresentation in connection with any of the
provisions of this Warrant, the successful or prevailing party or
parties shall be entitled to recover reasonable attorneys’
fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it or they may be
entitled.



 

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22. Entire Agreement; Modification.
This Warrant constitutes the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, and
undertakings of the parties, whether oral or written, with respect
to such subject matter.


23. No Third-Party Beneficiaries.
This Warrant is for the sole benefit of the Company and the Holder
and their respective successors and, in the case of the Holder,
permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other person any legal or
equitable right, benefit or remedy of any nature whatsoever, under
or by reason of this Warrant.


24. Counterparts. This Warrant may
be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and
the same agreement. A signed copy of this Warrant delivered by
facsimile, email or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original
signed copy of this Warrant.


 


[Remainder of page
left intentionally blank. Signature page follows.]


 




 

-9-








 






The
Company has caused this Warrant to be duly executed and delivered
as of the Date of Grant specified above.


PALATIN
TECHNOLOGIES, INC.


By:
_______________________________


Name:
Stephen T. Wills


Title:
Executive Vice President, Chief Financial Officer


and
Chief Operating Officer


Address: 4B Cedar
Brook Drive


Cranbury, NJ
08512


 


 


 




[SIGNATURE
PAGE TO COMMON STOCK WARRANT]


 








 







EXHIBIT A



EXERCISE NOTICE



TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS



SERIES J 2016 WARRANT TO PURCHASE COMMON STOCK



PALATIN TECHNOLOGIES, INC.


 



No. Series J 2016 No.__


 


The undersigned holder hereby exercises the right
to purchase __________________________ of the shares of Common
Stock (“Warrant
Shares”) of Palatin
Technologies, Inc., a Delaware corporation (the
“Company”),
evidenced by the attached copy of the Warrant to Purchase Common
Stock (the “Warrant”).
Capitalized terms used in this Exercise Notice and not otherwise
defined shall have the respective meanings set forth in the
Warrant.



1. 

Form of Warrant Price. The
holder intends that payment of the Warrant Price shall be made
as:







____________                                 

a
“Cash
Exercise” with respect to _________________ Warrant
Shares; and/or







____________                                 

a
“Cashless
Exercise” in accordance with the terms of the Warrant
in connection with the exercise of the Warrant for _______________
Warrant Shares.







2. 

Payment of Warrant Price. In
the event that the holder has elected a Cash Exercise with respect
to some or all of the Warrant Shares to be issued pursuant to this
Exercise Notice and the Warrant, the holder shall pay the aggregate
Warrant Price in the sum of $___________________ to the Company in
accordance with the terms of the Warrant.







3. 

Delivery of Warrant Shares. The
Company shall deliver to the holder Warrant Shares in accordance
with the terms of the Warrant.







4. 

Representations and Warranties.
By its delivery of this Exercise Notice, the undersigned represents
and warrants to the Company that in giving effect to the exercise
evidenced hereby the holder, together with all Attribution Parties,
will not beneficially own in excess of the number of shares of
Common Stock (determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended) permitted to be owned
under Section 10 of this Warrant to which this notice
relates.







5. 

Number of Shares. The total
number of shares of Common Stock currently held by the holder,
including all Attribution Parties is, as of the date hereof and
after giving effect to the exercise evidenced hereby,
________________.






 



Date: _________________, 20___.


 

 


	
 

	

[NAME
OF HOLDER]


 


 


By:           
_____________________________


Name:      
_____________________________


Title:        
_____________________________

 












 




 








 






 



ACKNOWLEDGMENT


 



The Company hereby acknowledges this Exercise Notice.


 


	
 

	

Palatin Technologies,
Inc.                                                      


 


By:           
_____________________________


Name:      
_____________________________