exv10w3






Exhibit 10.3




REGISTRATION RIGHTS AGREEMENT




     REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 4, 2011, by and between
REGENERX BIOPHARMACEUTICALS, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK
CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the
“Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the
date hereof (as amended, restated, supplemented or otherwise modified from time to time, the
“Purchase Agreement”).



WHEREAS:




     The Company has agreed, upon the terms and subject to the conditions of the Purchase
Agreement, to sell to the Buyer up to Eleven Million Dollars ($11,000,000) of the Company’s Common
Stock, and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and
applicable state securities laws.



     NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Buyer hereby agree as follows:



     1. DEFINITIONS.



          As used in this Agreement, the following terms shall have the following meanings:



          a. “Investor” means the Buyer, any transferee or assignee thereof to whom a Buyer assigns
its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or
assignee assigns its rights under this Agreement and who agrees to become bound by the provisions
of this Agreement in accordance with Section 9.



          b. “Person” means any person or entity including but not limited to any corporation, a
limited liability company, an association, a partnership, an organization, a business, an
individual, a governmental or political subdivision thereof or a governmental agency.



          c. “Register,” “registered,” and “registration” refer to a registration effected by
preparing and filing one or more registration statements of the Company in compliance with the
Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing
for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of
effectiveness of such registration statement(s) by the United States Securities and Exchange
Commission (the “SEC”).



          d. “Registrable Securities” means the Purchase Shares which have been, or which may from
time to time be, issued or issuable to the Investor upon purchases of the Available Amount under
the Purchase Agreement (without regard to any limitation or restriction on purchases) and the
Additional Commitment Shares issued or issuable to the Investor and any shares of capital stock
issued or issuable with respect to the Purchase Shares, the Additional Commitment Shares or the
Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise, without regard to any limitation on purchases under the Purchase
Agreement.



 









 





          e. “Registration Statement” means a registration statement on Form S-1 covering the sale
of the Registrable Securities.



     2. REGISTRATION.



          a. Mandatory Registration. The Company shall within twenty (20) Business Days
from the date hereof file with the SEC the Registration Statement covering the sale of the
Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to
review and comment upon such Registration Statement and any related prospectus prior to its filing
with the SEC. Investor shall furnish all information reasonably requested by the Company for
inclusion therein. The Company shall use commercially reasonable efforts to keep the Registration
Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for
sales of all of the Registrable Securities at all times until the earlier of (i) the date as of
which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule
144 under the Securities Act (or successor thereto) or (ii) the date on which the Investor shall
have sold all the Registrable Securities and no Available Amount remains under the Purchase
Agreement (the “Registration Period”). The Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or necessary to make
the statements therein, in light of the circumstances in which they were made, not misleading.



          b. Rule 424 Prospectus. The Company shall, as required by applicable securities
regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the
Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with
sales of the Registrable Securities under the Registration Statement. The Investor and its counsel
shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing
with the SEC. The Investor shall use commercially reasonable efforts to comment upon such
prospectus within one (1) Business Day from the date the Investor receives the final version of
such prospectus.



          c. Sufficient Number of Shares Registered. In the event the number of shares
available under the Registration Statement is insufficient to cover all of the Registrable
Securities, the Company shall amend the Registration Statement or file a new registration statement
(a “New Registration Statement”), so as to cover all of such Registrable Securities as soon as
practicable, but in any event not later than twenty (20) Business Days after the necessity therefor
arises. The Company shall use commercially reasonable efforts to cause such amendment and/or New
Registration Statement to become effective as soon as practicable following the filing thereof.



     3. RELATED OBLIGATIONS.



     With respect to the Registration Statement and whenever any Registrable Securities are to be
registered pursuant to Section 2(c) including on any New Registration Statement, the Company shall
use commercially reasonable efforts to effect the registration of the Registrable Securities in
accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall
have the following obligations:



          a. The Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to any Registration Statement and the prospectus used in
connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any
New Registration Statement effective at all times during the Registration Period, and, during such
period, comply with the provisions of the Securities Act with respect to the disposition of all
Registrable



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Securities of the Company covered by the Registration Statement or any New Registration
Statement until such time as all of such Registrable Securities shall have been disposed of in
accordance with the intended methods of disposition by the seller or sellers thereof as set forth
in such registration statement.




          b. The Company shall permit the Investor to review and comment upon the Registration
Statement or any New Registration Statement and all amendments and supplements thereto at least two
(2) Business Days prior to their filing with the SEC, and not file any document in a form to which
Investor reasonably objects. The Investor shall use commercially reasonable efforts to comment
upon the Registration Statement or any New Registration Statement and any amendments or supplements
thereto within two (2) Business Days from the date the Investor receives the final version
thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC
or the staff of the SEC to the Company or its representatives relating to the Registration
Statement or any New Registration Statement.



          c. Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly
after the same is prepared and filed with the SEC, at least one copy of such Registration Statement
and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration
Statement, a copy of the prospectus included in such Registration Statement and all amendments and
supplements thereto (or such other number of copies as the Investor may reasonably request) and
(iii) such other documents, including copies of any preliminary or final prospectus, as the
Investor may reasonably request from time to time in order to facilitate the disposition of the
Registrable Securities owned by the Investor.



          d. The Company shall use commercially reasonable efforts to (i) register and qualify the
Registrable Securities covered by a Registration Statement under such other securities or “blue
sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii)
prepare and file in those jurisdictions, such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a
general consent to service of process in any such jurisdiction. The Company shall promptly notify
the Investor who holds Registrable Securities of the receipt by the Company of any notification
with respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United
States or its receipt of actual notice of the initiation or threatening of any proceeding for such
purpose.



          e. As promptly as practicable after becoming aware of such event or facts, the Company
shall notify the Investor in writing of the happening of any event or existence of such facts as a
result of which the prospectus included in any Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading, and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver a copy of such supplement or
amendment to the Investor (or such other number of copies as the Investor may reasonably request).
The Company shall also promptly notify the Investor in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and when a Registration Statement
or any post-effective amendment has become effective



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(notification of such effectiveness shall be delivered to the Investor by facsimile on the
same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for
amendments or supplements to any Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post-effective amendment to
a Registration Statement would be appropriate.




          f. The Company shall use commercially reasonable efforts to prevent the issuance of any
stop order or other suspension of effectiveness of any registration statement, or the suspension of
the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify the Investor of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.



          g. The Company shall (i) cause all the Registrable Securities to be listed on each
securities exchange on which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted under the rules of
such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the
Principal Market. The Company shall pay all fees and expenses in connection with satisfying its
obligation under this Section.



          h. The Company shall cooperate with the Investor to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to any Registration Statement and enable such certificates to be
in such denominations or amounts as the Investor may reasonably request and registered in such
names as the Investor may request.



          i. The Company shall at all times provide a transfer agent and registrar with respect to
its Common Stock.



          j. If reasonably requested by the Investor, the Company shall (i) immediately incorporate
in a prospectus supplement or post-effective amendment such information as the Investor believes
should be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities
being sold, the purchase price being paid therefor and any other terms of the offering of the
Registrable Securities; (ii) make all required filings of such prospectus supplement or
post-effective amendment as soon as notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement.



          k. The Company shall use commercially reasonable efforts to cause the Registrable
Securities covered by any Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the disposition of such
Registrable Securities.



          l. Within one (1) Business Day after any registration statement which includes the
Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration Statement has been declared
effective by the SEC in the form attached hereto as Exhibit A. Thereafter, if requested by
the Buyer at any time, the Company shall require its counsel to deliver to the Buyer a written
confirmation whether or not the effectiveness of such Registration Statement has lapsed at any time
for any reason (including, without limitation, the issuance of a stop order) and whether or not the
Registration Statement is current and available to the Buyer for sale of all of the Registrable
Securities.



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          m. The Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by the Investor of the Registrable Securities pursuant to any Registration
Statement.



     4. OBLIGATIONS OF THE INVESTOR.



          a. The Company shall notify the Investor in writing of the information the Company
reasonably requires from the Investor in connection with any registration statement hereunder. The
Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities and shall execute
such documents in connection with such registration as the Company may reasonably request.



          b. The Investor agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration Statement hereunder.



          c. The Investor agrees that, upon receipt of any notice from the Company of the happening
of any event or existence of facts of the kind described in Section 3(f) or the first sentence of
3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of
the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first
sentence of 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer
agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with
the terms of the Purchase Agreement in connection with any sale of Registrable Securities with
respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt
of a notice from the Company of the happening of any event of the kind described in Section 3(f) or
the first sentence of 3(e) and for which the Investor has not yet settled.



     5. EXPENSES OF REGISTRATION.



          All reasonable expenses, other than sales or brokerage commissions, incurred in connection
with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees, printers and accounting fees, and
fees and disbursements of counsel for the Company, shall be paid by the Company.



     6. INDEMNIFICATION.



          a. To the fullest extent permitted by law, the Company will, and hereby does, indemnify,
hold harmless and defend the Investor, each Person, if any, who controls the Investor, the members,
the directors, officers, partners, employees, agents, representatives of the Investor and each
Person, if any, who controls the Investor within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”),
against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs,
attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether
or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of
them may become subject insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged
untrue statement of a material fact in the Registration Statement, any New Registration Statement
or any post-effective amendment thereto or in any filing made in connection with



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the qualification of the offering under the securities or other “blue sky” laws of any
jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in the final prospectus (as amended or supplemented, if the Company files
any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to
state therein any material fact necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not misleading, (iii) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or regulation thereunder relating to the
offer or sale of the Registrable Securities pursuant to the Registration Statement or any New
Registration Statement or (iv) any material violation by the Company of this Agreement (the
matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company
shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and
payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a
Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance
upon and in conformity with information about the Investor furnished in writing to the Company by
such Indemnified Person expressly for use in connection with the preparation of the Registration
Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if
such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e);
(ii) with respect to any superceded prospectus, shall not inure to the benefit of any such person
from whom the person asserting any such Claim purchased the Registrable Securities that are the
subject thereof (or to the benefit of any person controlling such person) if the untrue statement
or omission of material fact contained in the superceded prospectus was corrected in the revised
prospectus, as then amended or supplemented, if such revised prospectus was timely made available
by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly
advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation
and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to
the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered
the prospectus made available by the Company, if such prospectus was timely made available by the
Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of the
Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the Indemnified Person and
shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 9.




          b. In connection with the Registration Statement or any New Registration Statement, the
Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement or any New Registration Statement, each
Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act (collectively and together with an Indemnified Person, an “Indemnified Party”), against any
Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the
Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based
upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information about the Investor set forth on
Exhibit B attached hereto and furnished to the Company by the Investor expressly for use in
connection with such registration statement; and, subject to Section 6(d), the Investor will
reimburse any legal or other expenses reasonably incurred by them in connection with investigating
or defending any such Claim; provided, however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply
to amounts paid in settlement of any Claim if such settlement is



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effected without the prior written consent of the Investor, which consent shall not be
unreasonably withheld; provided, further, however, that the Investor shall be liable under this
Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net
proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such
registration statement. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Investor pursuant to Section 9.




          c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section
6 of notice of the commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party,
the representation by such counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or potential differing interests between
such Indemnified Person or Indemnified Party and any other party represented by such counsel in
such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or proceeding effected
without its written consent, provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all
liability in respect to such claim or litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person with respect to all third parties, firms or corporations relating to the matter
for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend
such action.



          d. The indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and when bills are
received or Indemnified Damages are incurred.



          e. The indemnity agreements contained herein shall be in addition to (i) any cause of
action or similar right of the Indemnified Party or Indemnified Person against the indemnifying
party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the
law.




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     7. CONTRIBUTION.



          To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable
Securities.



     8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACT AND EXCHANGE ACT.



          With a view to making available to the Investor the benefits of Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the SEC that may at any time permit the
Investor to sell securities of the Company to the public without registration (“Rule 144”), the
Company agrees, at the Company’s sole expense, to:



          a. make and keep public information available, as those terms are understood and defined
in Rule 144;



          b. file with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company remains subject to
such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and



          c. furnish to the Investor so long as the Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company that it has complied with the reporting and or
disclosure provisions of Rule 144, the Securities Act and the Exchange Act, and (ii) such other
information as may be reasonably requested to permit the Investor to sell such securities pursuant
to Rule 144 without registration.



          d. take such additional action as is requested by the Investor to enable the Investor to
sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all
such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer
Agent as may be requested from time to time by the Investor and otherwise fully cooperate with
Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.



          The Company agrees that damages may be an inadequate remedy for any breach of the terms and
provisions of this Section 8 and that Investor shall, whether or not it is pursuing any remedies at
law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without
having to post any bond or other security, upon any breach or threatened breach of any such terms
or provisions.



     9. ASSIGNMENT OF REGISTRATION RIGHTS.



          The Company shall not assign this Agreement or any rights or obligations hereunder without the
prior written consent of the Investor. The Investor may not assign its rights under this Agreement
without the written consent of the Company, other than to an affiliate of the Investor controlled
by Jonathan Cope or Josh Scheinfeld, in which case the assignee must agree in writing to be bound
by the terms and conditions of this agreement.



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     10. AMENDMENT OF REGISTRATION RIGHTS.



          Provisions of this Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Investor.



     11. MISCELLANEOUS.



          a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns
or is deemed to own of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from
the registered owner of such Registrable Securities.



          b. Any notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file
by the sending party); or (iii) one (1) 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 facsimile numbers for such communications shall be:


If to the Company:



RegeneRx Biopharmaceutcials, Inc.



15245 Shady Grove Road, Suite 470

Rockville, MD 20850

Telephone:  (301) 208-9191

Facsimile:   (301) 208-9194

Attention:    C. Neil Lyons, Chief Financial Officer



With a copy to:



Cooley LLP

One Freedom Square, Reston Town Center

11951 Freedom Drive

Reston, VA 20190-5656

Telephone:  (703) 456-8034

Facsimile:   (703) 456-8100

Attention:    Darren K. DeStefano, Esq.



If to the Investor:



Lincoln Park Capital Fund, LLC

440 N. Wells, Suite 620

Chicago, IL 60654

Telephone:  312-822-9300

Facsimile:   312-822-9301

Attention:    Josh Scheinfeld/Jonathan Cope











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or at such other address and/or facsimile number and/or to the attention of such other person as
the recipient party has specified by written notice given to each other party three (3) Business
Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time, date, recipient
facsimile number and an image of the first page of such transmission or (C) provided by a
nationally recognized overnight delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.




          c. Failure of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.



          d. The corporate laws of the State of Delaware shall govern all issues concerning the
relative rights of the Company and its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement 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 the City of Chicago, for the adjudication of any dispute hereunder or in connection
herewith 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. If any
provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement
in any other jurisdiction. 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.



          e. This Agreement, and the Purchase Agreement constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein and therein.
This Agreement and the Purchase Agreement supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and thereof.



          f. Subject to the requirements of Section 9, this Agreement shall inure to the benefit of
and be binding upon the permitted successors and assigns of each of the parties hereto.



          g. The headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.



          h. This Agreement may be executed in identical counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same agreement. This Agreement,



10









 




once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.




          i. Each party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements, certificates, instruments
and documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.



          j. The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rules of strict construction will be applied against
any party.



          k. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.



* * * * * *






11









 








     IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of day and year first above written.



	 	 	 	 	 
	 	THE COMPANY:



REGENERX BIOPHARMACEUTICALS, INC.

 	 
	 	By:  	/s/ J.J. Finkelstein
 	 
	 	 	Name:  	J.J. Finkelstein 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	BUYER:



LINCOLN PARK CAPITAL FUND, LLC

BY: LINCOLN PARK CAPITAL PARTNERS, LLC

BY: ROCKLEDGE CAPITAL, INC.

 	 
	 	By:  	/s/ Josh Scheinfeld
 	 
	 	 	Name:  	Josh Scheinfeld 	 
	 	 	Title:  	President 	 



12









 






	 	 	 	 	 



EXHIBIT A




TO REGISTRATION RIGHTS AGREEMENT



FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


[Date]




[TRANSFER AGENT]

___________________



___________________



Re: RegeneRx Biopharmaceuticals, Inc.



Ladies and Gentlemen:





     We are counsel to REGENERX BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”),
and have represented the Company in connection with that certain Purchase Agreement, dated as of
January 4, 2011 (the “Purchase Agreement”), entered into by and between the Company and Lincoln
Park Capital Fund, LLC (the “Buyer”) pursuant to which the Company has agreed to issue to the Buyer
shares of the Company’s Common Stock, par value $.001 per share (the “Common Stock”), in an amount
up to Eleven Million Dollars ($11,000,000) (the “Purchase Shares”), in accordance with the terms of
the Purchase Agreement. Pursuant to the Purchase Agreement, the Company also has entered into a
Registration Rights Agreement, dated as of January 4, 2011, with the Buyer (the “Registration
Rights Agreement”) pursuant to which the Company agreed, among other things, to register the
following shares of Common Stock under the Securities Act of 1933, as amended (the “Securities
Act”):




	 	(1)	 	Up to $11.0 million worth of shares of Common Stock to be issued upon purchase
from the Company by the Buyer from time to time (the “Purchase Shares”); and






	 	(2)	 	958,333 shares of Common Stock which shall be issued to the Buyer as a
commitment fee in connection with the purchase of Purchase Shares (the “Additional
Commitment Shares”).





     In connection with the Company’s obligations under the Purchase Agreement and the Registration
Rights Agreement, on January __, 2011, the Company filed a Registration Statement (File No.
333-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the
“SEC”) relating to the sale of the Purchase Shares and the Additional Commitment Shares.



     In connection with the foregoing, we advise you that a member of the SEC’s staff has advised
us by telephone that the SEC has entered an order declaring the Registration Statement effective
under the Securities Act at _____ P.M. on __________, 2011 and we have no knowledge, after
telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or threatened by, the
SEC, and the Purchase Shares and the Additional Commitment Shares are available for sale under the
Securities Act pursuant to the Registration Statement and may issued without any restrictive
legend.



	 	 	 	 	 
	 	Very truly yours,

[Company Counsel]

 	 
	 	By:  	 	 



CC: Lincoln Park Capital Fund, LLC









 









 








EXHIBIT B




TO REGISTRATION RIGHTS AGREEMENT



Information About The Investor Furnished To The Company By The Investor

Expressly For Use In Connection With The Registration Statement


As of the date of the Purchase Agreement, Lincoln Park Capital Fund, LLC, beneficially owned
_______ shares of common stock of the Company. Josh Scheinfeld and Jonathan Cope, the Managing
Members of Lincoln Park Capital, LLC, are deemed to be beneficial owners of all of the shares of
common stock owned by Lincoln Park Capital Fund. Messrs. Cope and Scheinfeld have shared voting
and investment power over the shares being offered under the prospectus filed with the SEC in
connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital
is not a licensed broker dealer or an affiliate of a licensed broker dealer.