posam1ex4x_soligenix.htm


     

     

    EXHIBIT
 4.10

    
 

    THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAW.  SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT OR THE ISSUER HAS
RECEIVED AN OPINION OF HOLDER’S COUNSEL IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

    


     

    SOLIGENIX,
INC.

     

    Warrant for the Purchase of
Shares of

    Common
Stock

     

    
      	No. CSW-10-03	100,000 Shares
	 	Original Issue Date April 19,
      2010


    

     

     

    FOR VALUE
RECEIVED, SOLIGENIX,
INC., a Delaware corporation (the "Company"), hereby certifies
that Fusion Capital Fund
II, LLC (the “Holder”), is entitled to
purchase from the Company, at any time or from time to time commencing after the
Original Issue Date and expiring at 5:00 P.M., New York City time, on the fourth
(4th) anniversary after the Original Issue Date (as such date may be changed
pursuant to Section 2 hereof, the “Expiration Date” being April
19, 2015, one hundred thousand (100,000), fully paid and
non-assessable shares of Common Stock, par value $.001 per share, of the Company
(the “Warrant Shares”)
for a per share exercise price equal to $0.303 per share (the “Per Share Warrant Price”). The
Per Share Warrant Price is subject to adjustment as hereinafter provided.
Capitalized terms used and not otherwise defined in this Warrant shall have the
meanings specified in Section 9, unless the context otherwise
requires.

    


    1.           Exercise of
Warrant.

    


    (a)         This
Warrant may be exercised, in whole at any time or in part from time to time,
commencing after the Original Issue Date and expiring at 5:00 P.M., New York
City time, on the Expiration Date (with the Exercise Notice at the end of this
Warrant duly executed) at the address set forth in Section 10 hereof, together
with payment of the Per Share Warrant Price multiplied by the number of Warrant
Shares to which such exercise relates made by delivery to the Company of one or
more types of Permitted Consideration.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)         If
this Warrant is exercised in part, the Company will deliver to the Holder within
ten Trading Days of the date such Holder delivers to the Company this Warrant
and an Exercise Notice, together with the payment of the aggregate Per Share
Warrant Price for such exercise, a new Warrant covering the Warrant Shares which
have not been exercised.  By the expiration of the third Trading Day
following the Holder’s delivery of a Warrant, together with an Exercise Notice
and the payment of the aggregate Per Share Warrant Price for such exercise, the
Company will (i) issue a certificate or certificates in the name of the Holder
for the largest number of whole shares of the Common Stock to which the Holder
shall be entitled and, if this Warrant is exercised in whole, in lieu of any
fractional share of the Common Stock to which the Holder shall be entitled, pay
to the Holder cash in an amount equal to the fair value of such fractional share
(determined by reference to the closing sales price of the Common Stock on the
date of the Exercise Notice), and (ii) deliver the other securities and
properties receivable upon the exercise of this Warrant, or the proportionate
part thereof if this Warrant is exercised in part, pursuant to the provisions of
this Warrant.

    


    (c)         The
Holder may, at its election exercised in its sole discretion, exercise this
Warrant in whole or in part and, in lieu of making a cash payment of Permitted
Consideration, elect instead to receive upon such exercise the “Net Number” of
shares of Common Stock determined according to the following
formula:

    


    Net Number = (A x B) – (A x
C)

    B

    For purposes of the foregoing
formula:

    


    A=the total number of Warrant Shares
with respect

    to which this Warrant is then being
exercised.

    


    B=the average of the closing sales
prices for the five

    Trading Days immediately prior to (but
not including)

    the day that the Holder delivers the
Exercise Notice at issue.

    


    C=the Per Share Warrant
Price;

    


    


    (d)         If,
by the third Trading Day after the date that the Holder delivers an Exercise
Notice, together with the payment of the aggregate Per Share Warrant Price for
such exercise if not pursuant to Section 1(c) hereof, the Company fails to
deliver the required number of Warrant Shares in the manner required pursuant to
Section 1(b), then the Holder will have the right to rescind such
exercise.

    


    (e)         If,
by the third Trading Day after the date that the Holder delivers an Exercise
Notice, together with the payment of the aggregate Per Share Warrant Price for
such exercise if not pursuant to Section 1(c) hereof, the Company fails to
deliver the required number of Warrant Shares in the manner required pursuant to
Section 1(b), and if after such third Trading Day and prior to the receipt of
such Warrant Shares, the Holder purchases (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the Warrant Shares which the Holder anticipated receiving upon such
exercise (a "Buy-In"),
then the Company shall (1) pay in cash to the Holder the amount by which (x) the
Holder's total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of Warrant Shares that the Company was required to
deliver to the Holder in connection with the exercise at issue by (B) the
closing bid price of the Common Stock at the time of the obligation giving rise
to such purchase obligation and (2) at the option of
the Holder, either reinstate the portion of the Warrant and equivalent number of
Warrant Shares for which such exercise was not honored or deliver to the Holder
the number of shares of Common Stock that would have been issued had the Company
timely complied with its exercise and delivery obligations
hereunder.  The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the
Buy-In.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (f)          Notwithstanding
anything to the contrary contained herein, the number of shares of Common Stock
that may be acquired by the Holder upon any exercise of this Warrant shall be
limited to the extent necessary to insure that, following such exercise, the
total number of shares of Common Stock then beneficially owned by such Holder
and its affiliates and any other persons whose beneficial ownership of Common
Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the
Exchange Act, does not exceed 4.999% of the total number of issued and
outstanding shares of Common Stock (including for such purpose the shares of
Common Stock issuable upon such exercise).  For such purposes,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated
thereunder.  Each delivery of an Exercise Notice will constitute a
representation by the Holder that it has evaluated the limitation set forth in
this paragraph and determined that issuance of the full number of Warrant Shares
requested in such Exercise Notice is permitted under this paragraph. This
provision shall not restrict the number of shares of Common Stock which a Holder
may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a
Fundamental Transaction as contemplated in Section 3. By written notice to the
Company, the Holder may waive the provisions of this Section but any such waiver
will not be effective until the 61st day after such notice is delivered to the
Company.

    


    (g)         Notwithstanding
anything to the contrary contained herein, the number of shares of Common Stock
that may be acquired by the Holder upon any exercise of this Warrant (or
otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its affiliates and any
other persons whose beneficial ownership of Common Stock would be aggregated
with the Holder's for purposes of Section 13(d) of the Exchange Act, does not
exceed 9.999% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
exercise).  For such purposes, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.  Each delivery of an Exercise
Notice will constitute a representation by the Holder that it has evaluated the
limitation set forth in this paragraph and determined that issuance of the full
number of Warrant Shares requested in such Exercise Notice is permitted under
this paragraph.  This provision shall not restrict the number of
shares of Common Stock which a Holder may receive or beneficially own in order
to determine the amount of securities or other consideration that such Holder
may receive in the event of a Fundamental Transaction as contemplated in Section
3.  This restriction may not be waived.

    


    2.           Company’s Option to Change
Expiration Date.

    


    Notwithstanding anything herein to the
contrary, in the event that (i) the closing sales price per share of Common
Stock is in excess of 300% of the Per Share Warrant
Price (as may be adjusted pursuant to Section 3) for twenty (20) Trading
Days during any thirty (30) consecutive Trading Days, (ii) the Warrant Shares
are either registered for resale pursuant to an effective registration statement
naming the Holder as a selling stockholder thereunder (and the prospectus
thereunder is available for use by the Holder as to all then available Warrant
Shares) or freely transferable without volume restrictions pursuant to Rule
144(k) promulgated under the Securities Act, as determined by counsel to the
Company pursuant to a written opinion letter addressed and in form and substance
reasonably acceptable to the Holder and the transfer agent for the Common Stock,
during the entire twenty (20) Trading Day period referenced in (i) above through
the expiration of the Call Date as set forth in the Company’s notice pursuant to
this Section (the “Call
Condition Period”), and (iii) the Company shall have complied in all
material respects with its obligations under this Warrant and under the Purchase
Agreement, then, subject to the conditions set forth in this Section, the
Company may, in its sole discretion, elect to change the Expiration Date to 5:00
P.M., New York City time on the date that is thirty (30) days after written
notice thereof (a “Call
Notice”) is received by the Holder (the 

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Call Date”) at the address
last shown on the records of the Company for the Holder or given by the Holder
to the Company for the purpose of notice; provided, that the conditions to
giving such notice must be in effect at all times during the Call Condition
Period or any such notice shall be null and void.  The Company and
the Holder agree that, if and to the extent Section 1(f) or (g) of
this Warrant would restrict the ability of the Holder to exercise this Warrant
in the event of a delivery of a Call Notice, then notwithstanding anything
to the contrary set forth in the Call Notice, the Call Notice shall be deemed
automatically amended to apply only to such portion of this Warrant as may
be exercised by the Holder by the Call Date in accordance with Section 1(f) and
(g).  The Holder will promptly (and, in any event, prior to the Call Date)
notify the Company in writing following receipt of a Call Notice
if Section 1(f) or (g) would restrict its exercise of the Warrant,
specifying therein the number of Warrant Shares so restricted.

    


    3.          Certain
Adjustments. The Per Share Warrant Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 3.

     

    (a)  If
the Company, at any time while this Warrant is outstanding, (i) pays a stock
dividend on its Common Stock or otherwise makes a distribution on any class of
capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii)
combines outstanding shares of Common Stock into a smaller number of shares,
then in each such case the Per Share Warrant Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such
event.  Any adjustment made pursuant to clause (i) of this paragraph
shall become effective immediately after the record date for the determination
of shareholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
effective immediately after the effective date of such subdivision or
combination.

    


    (b)  If,
at any time while this Warrant is outstanding, (1) the Company effects any
merger or consolidation of the Company with or into another person, (2) any
tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (3) the Company
effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property (in any such case, a "Fundamental Transaction"),
then thereafter this Warrant shall represent the right to receive, upon exercise
of this Warrant, the same amount and kind of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant (the "Alternate
Consideration").  For purposes of any such exercise, the
determination of the Per Share Warrant Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the Per Share Warrant
Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate
Consideration.  If holders of Common Stock are given any choice as to
the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. At 

     

    
      
         


      

      
         


        
          

        

      

      
         


      

       

      the
Holder's option and request, any successor to the Company or surviving entity
(and, if an entity different from the successor or surviving entity, the entity
whose capital stock or assets the Holders of Common Stock are entitled to
receive as a result of such Fundamental Transaction) in such Fundamental
Transaction shall, either (1) issue to the Holder a new warrant substantially in
the form of this Warrant and consistent with the foregoing provisions and
evidencing the Holder's right to purchase the Alternate Consideration for the
aggregate Per Share Warrant Price upon exercise thereof, or (2) purchase the
Warrant from the Holder for a purchase price, payable in cash within five
trading days after such request (or, if later, on the effective date of the
Fundamental Transaction), equal to the Black Scholes value of the remaining
unexercised portion of this Warrant on the date of such request. The terms of
any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity (and, if an
entity different from the successor or surviving entity, the entity whose
capital stock or assets the Holders of Common Stock are entitled to receive as a
result of such Fundamental Transaction) to comply with the provisions of this
paragraph (b) and insuring that the Warrant (or any such replacement security)
will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction.

    

    


    (c)           Simultaneously
with any adjustment to the Per Share Warrant Price pursuant to Section 3(a), the
number of Warrant Shares that may be purchased upon exercise of this Warrant
shall be increased or decreased proportionately, so that after such adjustment
the aggregate Per Share Warrant Price payable hereunder for the adjusted number
of Warrant Shares shall be the same as the aggregate Per Share Warrant Price in
effect immediately prior to such adjustment.

    


    (d)           All
calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a
share, as applicable.  The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company.

    


    (e)           Upon
the occurrence of each adjustment pursuant to this Section 3, the Company at its
expense will promptly compute such adjustment in accordance with the terms of
this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Per Share Warrant Price and adjusted number or type
of Warrant Shares or other securities issuable upon exercise of this Warrant (as
applicable), describing the transactions giving rise to such adjustments and
showing in detail the facts upon which such adjustment is based.  Upon
written request, the Company will promptly deliver a copy of each such
certificate to the Holder and to the Company's transfer agent.

    


    4.           Fully Paid Stock;
Taxes.

    


    The Company agrees that the shares of
Common Stock represented by each and every certificate for Warrant Shares
delivered on the exercise of this Warrant shall at the time of such delivery, be
validly issued and outstanding, fully paid and nonassessable, and not subject to
preemptive rights or rights of first refusal, and the Company will take all such
actions as may be necessary to assure that the par value or stated value, if
any, per share of the Common Stock is at all times equal to or less than the
then Per Share Warrant Price.  The Company further covenants and
agrees that it will pay, when due and payable, any and all Federal and state
stamp, original issue or similar taxes which may be payable in respect of the
issue of any Warrant Share or any certificate thereof to the extent required
because of the issuance by the Company of such security.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.           Rule 144
Information.

    


    Until the
later of (i) such time as the Holder shall be eligible to resell all of its
Warrant Shares without volume restrictions pursuant to Rule 144(k) promulgated
under the Securities Act (assuming Holder is not an “affiliate” of the Company,
as defined in Rule 144), as evidenced by a legal opinion to such effect
delivered by the Holder’s counsel and reasonably acceptable to the Company, or
(ii) the date on which all Warrant Shares have been sold under a Registration
Statement or pursuant to Rule 144 (“Rule 144”) as promulgated
under the Securities Act, the Company shall use its reasonable best efforts to
file with the Securities and Exchange Commission all current reports and the
information as may be necessary to enable the Holder to effect sales of the
Warrant Shares in reliance upon Rule 144 promulgated under the Securities
Act.

    


    6.           Investment Intent;
Restrictions on Transferability.

    


    (a)          The
Holder represents, by accepting this Warrant that it understands that this
Warrant and any securities obtainable upon exercise of this Warrant have not
been registered for sale under Federal or state securities laws and are being
offered and sold to the Holder pursuant to one or more exemptions from the
registration requirements of such securities laws.  Certificates
representing Warrant Shares may bear the restrictive legend set forth on the
first page hereof if applicable. The Holder understands that the Holder must
bear the economic risk of such Holder’s investment in this Warrant and any
Warrant Shares or other securities obtainable upon exercise of this Warrant for
an indefinite period of time, as this Warrant and such Warrant Shares or other
securities have not been registered under Federal or state securities laws and
therefore cannot be sold unless subsequently registered under such laws, or an
exemption from such registration is available.

    


    (b)          The
Holder, by such Holder’s acceptance of this Warrant, represents to the Company
that such Holder is acquiring this Warrant and will acquire any Warrant Shares
or other securities obtainable upon exercise of this Warrant for such Holder’s
own account for investment and not with a view to, or for sale in connection
with, any distribution thereof in violation of the Securities
Act.  The Holder agrees that this Warrant and any such Warrant Shares
or other securities will not be sold or otherwise transferred unless (i) a
registration statement with respect to such transfer is effective under the
Securities Act or (ii) such sale or transfer is made pursuant to one or more
exemptions from the Securities Act.

    


    7.           Loss, Theft, Destruction or
Mutilation of Warrant.

    


    Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and of indemnity reasonably satisfactory to the
Company, if lost, stolen or destroyed, and upon surrender and cancellation of
this Warrant, if mutilated, the Company shall execute and deliver to the Holder,
a new Warrant of like date, tenor and denomination.

    


     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

       

      8.           Warrant Holder Not
Stockholder.

    

     

    This
Warrant does not confer upon the Holder any right to vote or to consent to or
receive notice as a stockholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a stockholder, prior
to the exercise hereof; this Warrant does, however, require certain notices to
Holders as set forth herein.

    


    9.           Definitions.

    


    In addition to the terms defined
elsewhere in this Warrant, the following terms have the following
meanings:

    


               “Common Stock” shall mean the
Common Stock, par value $.001 per share, of the Company, for which the Warrant
is exercisable and any securities into which such common stock may hereafter be
classified.

    


    “Exchange Act”  means
the Securities Exchange Act of 1934, as amended.

    


    “Holder” shall mean the holder
of this Warrant and “Holders” shall mean the holder
of this Warrant and the holders of all other Warrants.

    


    “Majority of the Holders” shall
mean Holders of Warrants representing more than fifty percent (50%) of the
shares of Common Stock obtainable upon exercise of the Warrants then
outstanding.

    


    “Permitted Consideration” shall
mean (a) cash or other funds immediately available to the Company or (b) Warrant
Shares in the event of a net exercise in accordance with the terms
hereof.

    


    "Purchase Agreement" shall mean
that certain Common Stock Purchase Agreement, dated as of February _14, 2008 by
and among the Company and Fusion Capital Fund II, LLC, pursuant to which, among
other things, the initial Holder purchased this Warrant.

    


    “Securities Act” means the
Securities Act of 1933, as amended.

    


    “Trading Day” means (i) a day
on which the Common Stock is traded on a Nasdaq OTC Bulletin Board, or (ii) if
the Common Stock is not trading on the OTC Bulletin Board, a day on which the
Common Stock is traded in the Nasdaq Global Market, the Nasdaq Capital Market,
the New York Stock Exchange or the American Stock Exchange, or (iii) if the
Common Stock is not quoted on the OTC Bulletin Board, the Nasdaq Global Market,
the Nasdaq Capital Market, the New York Stock Exchange or the American Stock
Exchange, a day on which the Common Stock is quoted in the over-the-counter
market as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding to its functions of reporting prices);
provided, that in the event that the Common Stock is not listed or quoted as set
forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business
Day.

    


    “Warrants” shall mean this
Warrant and all warrants hereafter issued in exchange or substitution for this
Warrant.

    


    10.         Communication.

    


    All
notices and communications hereunder shall be in writing and shall be deemed to
be duly given if sent by registered or certified mail, return receipt requested,
via a national recognized overnight mail delivery service, or by facsimile
(provided the sender receives a machine-generated confirmation of successful
transmission), if to the Company, to:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    If to the Company:

    


    Soligenix,
Inc.

    29 Emmons
Drive

    Suite
C-10

    Princeton,
NJ 08540

    Attn:  Christopher
Schnittker

    Fax:    (609)
452-6467

    


    With a
copy to (except in the case of Exercise Notices, Assignments and Partial
Assignments):

    


    Edwards
Angell Palmer & Dodge LLP

    350 E.
Las Olas Boulevard

    Suite
1150

    Fort
Lauderdale, Florida 33301-4215

    Attn:   Leslie
J. Croland, P.A.

    Fax:     (904)
727-2601

    


    If to the
Holder of this Warrant, to such Holder at the address listed on the records of
the Company.

    


    11.           Reservation of Warrant
Shares; Listing.

    


    The Company shall at all times prior to
the Expiration Date have authorized and in reserve, and shall keep available,
solely for issuance and delivery upon the exercise of this Warrant, the shares
of the Common Stock and other securities and properties as from time to time
shall be receivable upon the exercise of this Warrant, free and clear of all
restrictions on sale or transfer, other than under Federal or state securities
laws, and free and clear of all preemptive rights and rights of first
refusal.

    


    12.           Headings;
Severability.

    


    The
headings of this Warrant have been inserted as a matter of convenience and shall
not affect the construction hereof.  In case any one or more of the
provisions of this Warrant shall be invalid or unenforceable in any respect, the
validity and enforceability of the remaining terms and provisions of this
Warrant shall not in any way be affected or impaired thereby and the parties
will attempt in good faith to agree upon a valid and enforceable provision which
shall be a commercially reasonable substitute therefor, and upon so agreeing,
shall incorporate such substitute provision in this Warrant.

     

     

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    13.   Governing Law; Jurisdiction;
Jury Trial.

     

    The corporate laws of the State of
Delaware shall govern all issues concerning the relative rights of the Company
and its shareholders. All other questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed by the internal
laws of the State of Illinois, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Illinois or any other
jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Illinois.  Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of Chicago, for the adjudication of any dispute hereunder or under the
other Transaction Documents or in connection herewith or therewith, or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.  Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof.  Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by
law.  EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

    


    14.           Specific
Performance.  

     

    The
Company agrees that the remedies at law of the Holder of this Warrant in the
event of any default or threatened default by the Company in the performance of
or compliance with any of the terms of this Warrant are not and will not be
adequate and that, to the fullest extent permitted by law, such terms maybe
specifically enforced by a decree for the specific performance of any obligation
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    15.           Amendment, Waiver,
etc.

    


    Except as
expressly provided herein, neither this Warrant nor any term hereof may be
amended, waived, discharged or terminated other than by a written instrument
signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought; provided, however,
that any provisions hereof may be amended, waived, discharged or terminated upon
the written consent of the Company and the Majority of the Holders; provided, that
neither the Per Share Warrant Price, Sections 1(f) or 1(g), nor the Expiration
Date (subject to Section 2), nor this Section 15 may be amended without the
consent of each affected Holder.

    


    [Signature
Page Follows]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly signed by its President and its corporate seal to
be hereunto affixed and attested by its Secretary as of the Original Issue Date
first above referenced.

     

     

    
      
        	 	SOLIGENIX,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Christopher J. Schaber	 
	 	 	Name:
      Christopher J. Schaber	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


      

    

    
 

    ATTEST:

    


    


    _____________________________

    Secretary

    [Corporate
Seal]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ASSIGNMENT

    


    FOR VALUE
RECEIVED _______________ hereby sells, assigns and transfers unto
____________________ the foregoing Warrant and all rights evidenced thereby, and
does irrevocably constitute and appoint _____________________, attorney, to
transfer said Warrant on the books of Soligenix, Inc.

     

    
      	Dated:_______________ 	Signature:____________________	 
	 	 	 
	 	Address:______________________	 


    

     

     

    PARTIAL
ASSIGNMENT

    


    FOR VALUE
RECEIVED _______________ hereby assigns and transfers unto ____________________
the right to purchase _______ shares of the Common Stock, par value $.001 per
share, of Soligenix, Inc. covered by the foregoing Warrant, and a proportionate
part of said Warrant and the rights evidenced thereby, and does irrevocably
constitute and appoint ____________________, attorney, to transfer that part of
said Warrant on the books of Soligenix, Inc.

     

    
      	Dated:_______________ 	Signature:____________________	 
	 	 	 
	 	Address:______________________	 


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXERCISE
NOTICE

     

    The
undersigned hereby elects to purchase  _____________ shares of Common
Stock of , Soligenix, Inc.
pursuant to the attached Warrant, and, if such Holder is not utilizing the
cashless (or net) exercise provisions set forth in the Warrant, encloses
herewith (if the undersigned shall not be utilizing the net exercise provisions
of the Warrant) $________ in cash, certified or official bank check or checks or
other immediately available funds, which sum represents the aggregate Per Share
Warrant Price for the number of shares of Common Stock to which this Exercise
Notice relates, together with any applicable taxes payable by the undersigned
pursuant to the Warrant.

    


    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 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) permitted to be owned under Section 1(f) or 1(g) (as applicable) of this
Warrant to which this notice relates.

    


    By its
delivery of this Exercise Notice, the undersigned represents and warrants to the
Company that it is an "accredited investor" as defined in Rule 501(a) under the
Securities Act of 1933.

    


    The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of

     

     

     

    
      	 	PLEASE
      INSERT SOCIAL SECURITY OR
	 	TAX IDENTIFICATION
      NUMBER


    

     

    (Please
print name and address)