Form of Warrant


     

    Exhibit
      4.1

     

    FORM
      OF WARRANT 

     

    REGENERX
      BIOPHARMACEUTICALS, INC. 

     

    WARRANT
      TO PURCHASE COMMON STOCK 

     

    
      	
              Warrant
                No.: ____________      

            	
              Number
                of Shares: ___________

            
	
              Issuance
                Date: March __, 2006

            	 


    

     

    THIS
      CERTIFIES THAT, for value received,                         
      or its registered assigns (the “Holder”)
      is entitled to purchase from RegeneRx Biopharmaceuticals, Inc., a Delaware
      corporation (the “Company”),
      at any time after September __, 2006 and before the Expiration Date (defined
      below) at $4.06 per share (the “Exercise
      Price”)
                              
      fully paid nonassessable shares (the “Warrant
      Shares”)
      of Common Stock (defined below), all subject to adjustment and upon the terms
      and conditions provided herein. 

    
       

      Section
        1. Definitions.
        

       

      The
        following terms as used in this Warrant have the following meanings:


       

      (a)
        “Business
        Day”
        means any day except Saturday, Sunday and any day that is a federal legal
        holiday or a day on which banking institutions in the State of New York are
        authorized or required by law or other governmental action to close.


       

      (b)
        “Common
        Stock”
        means (i) the Company’s common stock, $.001 par value per share, and (ii) any
        capital stock into which the Common Stock is changed or any capital stock
        resulting from a reclassification of the Common Stock. 

       

      (c)
        “Exercise
        Price”
        is equal to $4.06, subject to adjustment. 

       

      (d)
        “Expiration
        Date”
        means the date which is five years after the Issuance Date or, if such date
        falls on a day that is not a Business Day or a day on which trading does
        not
        take place on the principal exchange or automated quotation system on which
        the
        Common Stock is traded (a “Holiday”),
        the next day that is not a Holiday. 

       

      (e)
        “Issuance
        Date”
        means March __, 2006. 

       

      (f)
        “Person”
        means an individual or corporation, partnership, trust, incorporated or
        unincorporated association, joint venture, limited liability company, joint
        stock company, government (or an agency or subdivision thereof) or other
        entity
        of any kind. 

       

      (g)
        “Purchase
        Agreement”
        means the Securities Purchase Agreement dated March 3, 2006 between the Company
        and Holder. 

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (i)
        “Warrant”
        means this Warrant and all Warrants issued in exchange, transfer or replacement
        thereof. 

       

      Section
        2. Exercise
        of Warrant.
        

       

      (a)
        This Warrant may be exercised by the Holder registered on the books of the
        Company, in whole or in part, at any time on any Business Day after September
        __, 2006 and prior to 11:59 p.m. Eastern Time on the Expiration Date by (i)
        delivery of a written notice, in the form attached as Exhibit
        A
        (the “Exercise
        Notice”),
        of Holder’s election to exercise this Warrant, specifying the number of Warrant
        Shares to be purchased, (ii) payment to the Company of an amount equal to
        the
        Exercise Price multiplied by the number of Warrant Shares being purchased
        (the
“Payment”)
        in cash or wire transfer of immediately available funds or by means of a
        cashless exercise pursuant to Section 2(c) and (iii) the surrender to a common
        carrier for overnight delivery to the Company, as soon as practicable following
        such date, of this Warrant (or an indemnification undertaking with respect
        to
        this Warrant in the case of its loss, theft or destruction). 

       

      The
        Company shall, not later than the second Business Day (the “Delivery
        Date”)
        following receipt of an Exercise Notice, the Payment and this Warrant or
        an
        indemnification (the “Exercise
        Documents”),
        arrange for its transfer agent, on or before the Delivery Date, to issue
        and
        surrender to a common carrier for overnight delivery to the address specified
        in
        the Exercise Notice, a certificate, registered in the name of the Holder,
        for
        the number of shares of Common Stock to which the Holder is entitled. Upon
        delivery of the Exercise Notice and the Payment, the Holder shall be deemed
        for
        all corporate purposes to have become the holder of record of the Warrant
        Shares
        with respect to which this Warrant has been exercised on the Delivery Date,
        irrespective of the date of delivery of the certificates evidencing the Warrant
        Shares. 

       

      (b)
        Unless the rights represented by this Warrant have expired or been fully
        exercised, the Company shall, as soon as practicable and in no event later
        than
        five Business Days after receipt of the Exercise Documents and at its own
        expense, issue a new Warrant identical in all respects to this Warrant, except
        it shall represent rights to purchase the number of Warrant Shares purchasable
        immediately prior to exercise, less the number purchased. 

       

      (c)
        No fractional shares of Common Stock are to be issued upon the exercise of
        this
        Warrant, but rather the number of shares of Common Stock issued shall be
        rounded
        up or down to the nearest whole number. 

       

      Section
        3. Covenants
        as to Common Stock.
        The Company hereby covenants and agrees as follows: 

       

      (a)
        This Warrant is, and any Warrants issued in substitution for or replacement
        of
        this Warrant upon issuance will be, duly authorized, executed and delivered
        by
        the Company. 

       

      
        
          
          

        

        
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      (b)
        All Warrant Shares issued upon exercise of this Warrant will be duly authorized,
        validly issued, fully paid and nonassessable and free from all liens and
        charges
        with respect to the issue thereof. 

       

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

       

      
        	 	
                (A)

              	
                 

              	
                =

              	
                 

              	
                the
                  average closing price for the five trading days immediately prior
                  to (but
                  not including) the date of such election;

              
	 	 	 	 	 	 
	 	
                (B)

              	
                 

              	
                =

              	
                 

              	
                the
                  Exercise Price of the Warrants, as adjusted; and

              
	 	 	 	 	 	 
	 	
                (X)

              	
                 

              	
                =

              	
                 

              	
                the
                  number of Warrant Shares issuable upon exercise of the Warrants
                  in
                  accordance with the terms of this
                  Warrant.

              


      

       

      (d)
        As long as this Warrant may be exercised, the Company will have authorized
        and
        reserved at least the number of shares of Common Stock needed to provide
        for the
        exercise of the rights then represented by this Warrant. 

       

      Section
        4. Warrant
        Holder Not Deemed a Stockholder.
        Except as specifically provided in Section 2(a), nothing contained in this
        Warrant shall be construed to (a) grant the Holder any rights to vote or
        receive
        dividends or be deemed the holder of shares of the Company for any purpose,
        (b)
        confer upon the Holder any of the rights of a stockholder of the Company
        or any
        right to vote, give or withhold consent to any corporate action (whether
        any
        reorganization, issue of stock, reclassification of stock, consolidation,
        merger, conveyance or otherwise), receive notice of meetings, receive dividends
        or subscription rights, or otherwise, or (c) impose any liabilities on the
        Holder to purchase any securities or as a stockholder of the Company, whether
        asserted by the Company or creditors of the Company, prior to the issuance
        of
        the Warrant Shares. 

       

      Section
        5. Ownership
        and Transfer.
        

       

      (a)
        The Company shall maintain at its principal executive offices (or such other
        office or agency of the Company as it may designate by notice to the holder
        hereof), a register for this Warrant, in which the Company shall record the
        name
        and address of the Person in whose name this Warrant has been issued, as
        well as
        the name and address of each transferee who has acquired this Warrant in
        accordance with applicable law and the terms of this Warrant. The Company
        may
        treat the Person in whose name any Warrant is registered on the register
        as the
        owner and holder thereof for all purposes, notwithstanding any notice to
        the
        contrary, but in all events recognizing any transfers made in accordance
        with
        the terms of this Warrant. 

       

      
        
          
          

        

        
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      (b)
        This Warrant may be offered, sold, transferred or assigned in compliance
        with
        the Securities Act and applicable state securities laws without the consent
        of
        the Company, except as may otherwise be required by the Purchase Agreement.
        

       

      Section
        6. Adjustment
        of Exercise Price and Number of Shares.
        The Exercise Price and the number of Warrant Shares shall be adjusted from
        time
        to time as follows: 

       

      (a)
        Stock
        Splits.
        If the Company subdivides (by any stock split, recapitalization or otherwise)
        its outstanding shares of Common Stock into a greater number of shares, the
        Exercise Price in effect immediately prior to the subdivision will be
        proportionately reduced and the number of Warrant Shares will be proportionately
        increased. If the Company combines (by combination, reverse stock split or
        otherwise) its outstanding shares of Common Stock into a smaller number of
        shares, the Exercise Price in effect immediately prior to the combination
        will
        be proportionately increased and the number of Warrant Shares will be
        proportionately decreased. Any adjustment under this Section shall become
        effective at the close of business on the date the subdivision or combination
        becomes effective. 

       

      (b)
        Stock
        Dividends.
        If the Company declares a dividend or any other distribution upon the Common
        Stock that is payable in shares of Common Stock or securities convertible
        into
        shares of Common Stock, the Exercise Price in effect immediately prior to
        the
        declaration of the dividend or distribution will be reduced to the quotient
        obtained by dividing (i) the number of shares of Common Stock outstanding
        immediately prior to the declaration multiplied by the then effective Exercise
        Price by (ii) the total number of shares of Common Stock outstanding immediately
        after the declaration. 

       

      Section
        7. Purchase
        Rights; Reorganization, Reclassification, Consolidation, Merger or
        Sale.
        

       

      (a)
        Any recapitalization, reorganization, reclassification, consolidation, merger,
        sale of all or substantially all of the Company’s assets to another Person or
        other transaction in each case that is effected in such a way that holders
        of
        Common Stock are entitled to receive (either directly or upon subsequent
        liquidation) stock, securities or assets with respect to or in exchange for
        Common Stock is referred to herein as an “Organic
        Change.”
        Upon the consummation of any (i) sale of all or substantially all of the
        Company’s assets to an acquiring Person or (ii) other Organic Change following
        which the Company is not a surviving entity, the Company will secure from
        the
        Person purchasing the assets or the successor resulting from the Organic
        Change
        (in each case, the “Acquiring
        Entity”)
        a written agreement to deliver to Holder in exchange for this Warrant, a
        security of the Acquiring Entity evidenced by a written instrument substantially
        similar in form and substance to this Warrant and reasonably satisfactory
        to the
        Holder. Prior to the consummation of any other Organic Change, the Company
        shall
        make appropriate provision to insure that Holder will thereafter have the
        right
        to acquire and receive in lieu of the shares of Common Stock immediately
        theretofore acquirable and receivable upon the exercise of this Warrant,
        such
        shares of stock, securities or assets that would have been 

       

      
        
          
          

        

        
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        issued
          or payable in the Organic Change with respect to or in exchange for the
          number
          of Warrant Shares that would have been acquirable
          as of the date of the Organic Change. 

      

       

      Section
        8. Lost,
        Stolen, Mutilated or Destroyed Warrant.
        If this Warrant is lost, stolen, mutilated or destroyed, the Company shall
        promptly, on receipt of an indemnification undertaking reasonably satisfactory
        to the Company (or, in the case of a mutilated Warrant, the Warrant), issue
        a
        new Warrant of like denomination and tenor as this Warrant so lost, stolen,
        mutilated or destroyed. 

       

      Section
        9. Notice.
        Any notices, consents, waivers or other communications required or permitted
        to
        be given under the terms of this Warrant must be in writing and will be deemed
        to have been delivered: (i) upon receipt, when delivered personally; (ii)
        upon
        receipt, when sent by fax transmittal (provided confirmation of transmission
        is
        mechanically or electronically generated and kept on file by the sending
        party);
        or (iii) one Business Day after deposit with a nationally recognized overnight
        delivery service, in each case properly addressed to the party to receive
        the
        same. The addresses and fax numbers for communications shall be: 

       

      If
        to the Company: 

       

      RegeneRx
        Biopharmaceuticals, Inc. 

      3
        Bethesda Metro Center, Suite 700 

      Bethesda,
        Maryland 20814 

      Fax:
        (301) 961-1991 

      Attention:
        C. Neil Lyons, Chief Financial Officer

       

      With
        a copy to: 

       

      Patton
        Boggs LLP 

      2550
        M Street, N.W. 

      Washington,
        DC 20037 

      Fax:
        (202) 457-6315 

      Attention:
        Philip G. Feigen, Esq. 

       

      If
        to the Holder, at the address and fax number set forth on the Holder’s signature
        page to the Purchase Agreement. Each party shall provide five days’ prior
        written notice to the other party of any change in address or fax number.
        Written confirmation of receipt (A) given by the recipient of any notice,
        consent, waiver or other communication, (B) mechanically or electronically
        generated by the sender’s fax machine containing the time, date, recipient fax
        number and an image of the first page of the transmission, or (C) provided
        by a
        nationally recognized overnight delivery service, shall be rebuttable evidence
        of receipt. 

       

      Section
        10. Remedies,
        Other Obligations, Breaches and Injunctive Relief.
        The remedies provided in this Warrant shall be cumulative and in addition
        to all
        other remedies available under this Warrant and the Purchase Agreement, at
        law
        or in equity (including a decree of specific 

       

      
        
          
          

        

        
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      performance
        and/or other injunctive relief), and nothing herein shall limit the right
        of the
        Holder to pursue actual damages for any failure by the Company to comply
        with
        the terms of this Warrant. The Company acknowledges that a breach of its
        obligations hereunder will cause irreparable harm to the Holder and that
        the
        remedy at law for any such breach may be inadequate. The Company therefore
        agrees that, in the event of any such breach or threatened breach, the Holder
        shall be entitled, in addition to all other available remedies, to an injunction
        restraining any breach, without the necessity of showing economic loss and
        without any bond or other security being required. 

       

      Section
        11. Amendment
        and Waiver.
        Except as otherwise provided herein, this Warrant may not be modified or
        amended
        except pursuant to an instrument in writing signed by the Company and the
        Holder. No provision hereunder may be waived other than in a written instrument
        executed by the waiving party. 

       

      Section
        12. Governing
        Law.
        This Warrant shall be construed and enforced in accordance with, and all
        questions concerning the construction, validity, interpretation and performance
        of this Warrant shall be governed by, the internal laws of the State of New
        York, without giving effect to any choice of law or conflict of law provision
        or
        rule (whether of the State of New York or any other jurisdictions) that would
        cause the application of the laws of any jurisdictions other than the State
        of
        New York. 

       

       

      [Signature
        Page Follows] 

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be signed as of March
            ,
        2006. 

       

      
        	 	 	 
	 	REGENERX
                BIOPHARMACEUTICALS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Name:
                  C. Neil Lyons

              
	 	
                Title: Chief Financial Officer

              


      

       

       

      
        
          
          

        

        
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      Exhibit
        A To Warrant 

       

      REGENERX
        BIOPHARMACEUTICALS, INC. 

       

      EXERCISE
        NOTICE 

       

      TO
        BE EXECUTED BY THE REGISTERED HOLDER 

      TO
        EXERCISE THIS WARRANT 

       

      The
        undersigned holder hereby exercises the right to purchase                         
        shares of Common Stock (“Warrant
        Shares”)
        of RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”),
        evidenced by the attached Warrant (the “Warrant”).
        Capitalized terms used herein and not otherwise defined shall have the
        respective meanings set forth in the Warrant. 

       

      1.
        Payment
        of Exercise Price (check applicable box).
        

       

      o
        Payment in the sum of $                 [is
        enclosed] [has been wire transferred to the Company at the following account:
                        ]
        in accordance with the terms of the Warrant. 

       

      o
        The cancellation of such number of Warrant Shares as is necessary, in accordance
        with the formula set forth in subsection 2(c)of the Warrant, to exercise
        this
        Warrant with respect to the maximum number of Warrant Shares purchasable
        pursuant to the cashless exercise procedure set forth in subsection 2(c).
        

       

      2.
        Delivery
        of Warrant Shares.
        The Company shall deliver the Warrant Shares in the name of the undersigned
        or
        in such other name as is specified below in accordance with the terms of
        the
        Warrant at the following address: 

       

      ________________
        

      ________________
        

      ________________
        

       

      Date:
                                 ,
                     

       

       

      
        	
                By:

              	
                 

              	
                 

              	 
	
                 

              	
                 

              	
                Name:

              	 
	
                 

              	
                 

              	
                Title:

              	 


      

       

      
        
          
          

        

        
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      ACKNOWLEDGMENT
        

       

      The
        Company hereby acknowledges this Exercise Notice and hereby directs                 
        to issue the above indicated number of shares of Common Stock in accordance
        with
        the Transfer Agent Instructions dated             ,
        200  
        from the Company and acknowledged and agreed to by                 .
        

       

      
        	 	 	 
	 	REGENERX
                BIOPHARMACEUTICALS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Name:
                
	 	Title:
                


      

       

      9