exv10w4






Exhibit 10.4





REGENERX BIOPHARMACEUTICALS, INC.




 






SECURITIES PURCHASE AGREEMENT




JANUARY 5, 2011








 









 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. DEFINITIONS
	 	 	1	 
	SECTION 2. ISSUANCE AND SALE OF THE SECURITIES
	 	 	3	 
	SECTION 3. THE CLOSING
	 	 	3	 
	3.1 Closing
	 	 	3	 
	3.2 Deliveries by the Company
	 	 	4	 
	3.3 Deliveries by the Investor
	 	 	4	 
	SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	4	 
	4.1 Representations and Warranties of the Company
	 	 	5	 
	4.2 Representations and Warranties of the Investor
	 	 	7	 
	SECTION 5. CONDITIONS TO CLOSING
	 	 	9	 
	5.1 Conditions to Closing by the Investor
	 	 	9	 
	5.2 Conditions to Closing by the Company
	 	 	10	 
	SECTION 6. MISCELLANEOUS
	 	 	10	 
	6.1 Waivers and Amendments
	 	 	10	 
	6.2 Costs and Expenses
	 	 	10	 
	6.3 Remedies Cumulative
	 	 	11	 
	6.4 Remedies Not Waived
	 	 	11	 
	6.5 Entire Agreement
	 	 	11	 
	6.6 Specific Performance
	 	 	11	 
	6.7 Governing Law
	 	 	12	 
	6.8 Notices
	 	 	11	 
	6.9 Counterparts
	 	 	12	 
	6.10 Successors and Assigns
	 	 	12	 
	6.11 Third Parties
	 	 	12	 
	6.12 Schedules and Exhibits
	 	 	12	 
	6.13 Headings
	 	 	13	 







-i-











 







SECURITIES PURCHASE AGREEMENT




     THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 5, 2011, is entered
into by and between RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and
Defiante Farmaceutica S.A. (the “Investor”).



RECITALS




     Whereas, the Company has authorized the sale and issuance of (i) 925,926 shares of
its Common Stock (the “Shares”) and (ii) a warrant, in substantially the form attached hereto as
Exhibit A (the “Warrant”), to purchase 370,370 shares of its Common Stock (the “Warrant
Shares” and, along with the Warrant and the Shares, the “Securities”) for an aggregate purchase
amount of $250,000.02, pursuant to the terms of this Agreement;



     Whereas, the Investor desires to purchase the Securities on the terms and conditions
set forth herein; and



     Whereas, the Company desires to issue and sell the Securities to the Investor on the
terms and conditions set forth herein.



AGREEMENT




     Now, Therefore, in consideration of the foregoing recitals and the mutual promises,
representations, warranties, and covenants hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



SECTION 1. DEFINITIONS




     The following terms when used in this Agreement shall have the following respective meanings:



     “Applicable Laws” has the meaning set forth in Section 4.1(f) hereof.



     “Board of Directors” means the Board of Directors of the Company.



     “Capital Stock” means (i) with respect to any Person that is a corporation, any and all
shares, interests or equivalents in capital stock (whether voting or nonvoting and whether common
or preferred) of such corporation and (ii) with respect to any Person that is not a corporation,
any and all partnership, membership, limited liability company or other equity interests of such
Person; and in each case, any and all warrants, rights or options to purchase any of the foregoing.



     “Certificate of Incorporation” means the Certificate of Incorporation of the Company, as in
effect and on file with the Secretary of State of the State of Delaware on the date of this
Agreement.



 









 





     “Closing” has the meaning set forth in Section 3.1 hereof.



     “Closing Date” has the meaning set forth in Section 3.1 hereof.



     “Common Stock” means the Common Stock of the Company, par value $0.001 per share.



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



     “Governmental Authority” means the United States, any state, county or municipality, the
government of any foreign country, any subdivision of any of the foregoing or any authority,
department, commission, board, bureau, agency, court or instrumentality of any of the foregoing.



     “Knowledge of the Company,” including the terms “Know,” “Known” and other derivatives thereof,
means, with respect to the Company, the actual knowledge, after reasonable investigation, of any
Responsible Officer.



     “Lien” means any mortgage, lien, pledge, security interest, easement, conditional sale or
other title retention agreement or other encumbrance of any kind except for liens relating to taxes
that have accrued but are not yet payable which do not have a Material Adverse Effect.



     “Material Adverse Effect” means a material adverse effect upon (i) the condition (financial or
otherwise), operations, business, properties or assets of the Company, (ii) the ability of the
Company to perform its obligations under this Agreement or any of the other agreements or documents
contemplated hereby to which it is a party or (iii) the legality, validity or enforceability of
this Agreement or any of the other agreements or documents contemplated hereby or the rights and
remedies of the Investor and the other parties hereunder and thereunder.



     “Material Agreements” has the meaning set forth in Section 4.1(e) hereof.



     “Parties” refers collectively to the Company and the Investor.



     “Person” means an individual, corporation, partnership, joint venture, trust, unincorporated
organization, or Governmental Authority.



     “Purchase Price” has the meaning set forth in Section 2 hereof.



     “Regulation D” has the meaning set forth in Section 4.2(c) hereof.



     “Responsible Officer” means, with respect to the Company, the President and Chief Executive
Officer, the Chief Financial Officer, the Vice President of Clinical and Regulatory Affairs or the
Chairman of the Board of Directors.



     “Returns” has the meaning set forth in Section 4.1(i) hereof.



     “SEC” means the U.S. Securities and Exchange Commission.



 









 





     “SEC Reports” has the meaning set forth in Section 4.1(h)(i) hereof.



     “Securities” has the meaning set forth in the Preamble.



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



     “Shares” has the meaning set forth in the Preamble.



     “Stockholders” has the meaning set forth in Section 4.1(b) hereof.



     “Tax” or “Taxes” refers to any and all federal, state, national, local, foreign and other
taxes, assessments and other governmental charges, duties, levies, impositions and liabilities
relating to taxes, including taxes based upon or measured by gross receipts, income, profits,
sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll,
recapture, employment, excise and property taxes, together with all interest, penalties and
additions imposed with respect to such amounts and any obligations under any agreements or
arrangements with any other person with respect to such amounts and including any liability for
taxes of a predecessor entity.



     “Warrant” has the meaning set forth in the Preamble.



     “Warrant Shares” has the meaning set forth in the Preamble.



SECTION 2. ISSUANCE AND SALE OF THE SECURITIES




     At the Closing, the Company shall issue and sell to the Investor, and such Investor shall
purchase from the Company, (i) 925,926 Shares at a purchase price equal to $0.27 per
Share (the “Purchase Price”), for aggregate gross proceeds of $250,000.02 and (ii) a
Warrant to purchase 370,370 Warrant Shares, representing 40% of the Shares purchased by the
Investor, at an exercise price of $0.38 per share.



SECTION
3. THE CLOSING




     3.1
Closing




     The closing of the issuance and sale of the Securities pursuant to Section 2 hereof and
certain of the other transactions contemplated hereby (the “Closing”) shall take place at the
offices of Cooley LLP, One Freedom Square, Reston Town Center, 11951 Freedom Drive, Reston,
Virginia 20190, within one business day following the satisfaction of the conditions specified in
Section 8 below, or at such other time or place as the Parties shall mutually agree (the actual
date being referred to herein as the “Closing Date”). The Parties agree that the Closing may occur
by facsimile signature and delivery and that the Parties need not appear in person at the Closing.



     3.2 Deliveries by the Company



     At or prior to the Closing, the Company shall deliver or cause to be delivered to the



 









 




Investor the following items:




          (a) One or more stock certificates evidencing the Shares purchased by the Investor hereunder,
registered in the name of the Investor and subject to the legends and other restrictions set forth
herein;



          (b) a Warrant, executed by the Company and registered in the name of the Investor, pursuant to
which the Investor shall have the right to acquire the Warrant Shares issuable to the Investor
pursuant to Section 2 on the terms set forth therein;



          (c) a copy of the Certificate of Incorporation certified by the Secretary of State of the
State of Delaware as of a date within thirty days prior to the Closing Date;



          (d) a certificate of the Secretary of State of the State of Delaware as to the good standing
of the Company dated within thirty days prior to the Closing Date;



          (e) a certificate of the Secretary or Assistant Secretary of the Company, in form and
substance satisfactory to counsel for the Investor, certifying that attached thereto are true and
correct copies of (i) the bylaws of the Company, and (ii) resolutions duly and validly adopted by
the Board of Directors authorizing the allotment and issuance of the Securities to the Investor,
execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby; and



          (f) a counterpart of this Agreement duly executed by the Company.



     3.3 Deliveries by the Investor



     At or prior to the Closing, the Investor shall deliver or cause to be delivered to the Company
the following items:



          (a) payment of the Purchase Price in immediately available funds by wire transfer to an
account designated in writing by the Company prior to the Closing Date;



          (b) a fully completed and duly executed Accredited Investor Certification in the form attached
hereto as Exhibit B; and



          (c) a counterpart of this Agreement duly executed by the Investor.



SECTION
4. REPRESENTATIONS, WARRANTIES AND COVENANTS





     4.1
Representations and Warranties of the Company




     In order to induce the Investor to purchase the Securities it is purchasing hereunder, the
Company represents and warrants to the Investor as of the date hereof that:



          (a) Organization and Standing. The Company is duly incorporated and validly existing
under the laws of the State of Delaware and has all requisite corporate power and authority to own
or lease its properties and assets and to conduct its business as it is presently



 









 




being conducted.




          (b) Capitalization. Immediately subsequent to the consummation of the transactions
contemplated by this Agreement, the authorized Capital Stock of the Company shall be as set forth
on Schedule 4.1(b) hereto. The outstanding shares of Capital Stock are all duly and
validly authorized and issued, fully paid and nonassessable, and based in part on the
representations of the stockholders of the Company (the “Stockholders”) made in connection with the
issuance thereof, were issued in compliance with all applicable federal and state securities laws.



          (c) Capacity of the Company; Consents; Execution of Agreements. The Company has all
requisite power, authority and capacity to enter into this Agreement and to perform the
transactions and obligations to be performed by it hereunder. The execution and delivery of this
Agreement and any agreements contemplated hereby by the Company, and the performance by the Company
of the transactions and obligations contemplated hereby and thereby, including, without limitation,
the issuance and delivery of the Securities to the Investor, has been duly authorized by all
requisite action of the Company and Stockholders. This Agreement has been duly executed and
delivered by a duly authorized officer of the Company and constitutes a valid and legally binding
agreement of the Company, enforceable in accordance with its respective terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws of the United States (both state and federal), affecting the enforcement of creditors’
rights or remedies in general and general equity principles.



          (d) Status of the Shares and Warrant Shares; Reservation of Common Stock. The Shares
and Warrant Shares to be issued and purchased hereunder, when issued by the Company to the Investor
and paid for by the Investor pursuant to the terms of this Agreement and the Warrant, will (i) be
duly authorized, validly issued, fully paid and nonassessable, (ii) based on the Investor’s
representations in Section 4.2, have been issued in compliance with all applicable United States
federal and state securities laws and (iii) be free and clear of all Liens. The Company has
available sufficient shares of Common Stock for issuance pursuant to the terms of this Agreement.



          (e) Conflicts; Defaults. The execution and delivery of this Agreement by the Company
and the performance by the Company of the transactions and obligations contemplated hereby to be
performed by it will not (i) materially violate, conflict with, or constitute a default under any
of the terms or provisions of, the Certificate of Incorporation, the bylaws, or any provisions of,
or result in the acceleration of any obligation under, any material contract, note, debt
instrument, security agreement, or other instrument to which the Company is a party or by which the
Company, or any of their assets is bound (collectively, the “Material Agreements”); (ii) result in
the creation or imposition of any Liens or claims upon the Company’s assets or upon the Company’s
Common Stock; (iii) assuming the accuracy of the Investor’s representations in Section 4.2,
constitute a material violation of any law, statute, judgment, decree, order, rule, or regulation
of a Governmental Authority applicable to the Company; or (iv) constitute an event which, after
notice or lapse of time or both, would result in any of the foregoing. The Company is not presently
in violation of its Certificate of Incorporation or bylaws.



 









 





          (f) Compliance with Laws. The Company is not in violation of, nor do any of its
respective operations violate in any respect, any statute, law, or regulation of any Governmental
Authority applicable to the Company (“Applicable Laws”), which violation would have a Material
Adverse Effect.



          (g) Litigation. As of the date hereof: (i) the Company is not subject to any order of,
or written agreement or memorandum of understanding with, any Governmental Authority which would
have a Material Adverse Effect; (ii) there are no material actions, suits, claims, investigations,
or proceedings pending at law or in equity or before or by any Governmental Authority, or, to the
Knowledge of the Company, threatened, against the Company or any of its assets or properties or the
transactions contemplated by this Agreement, and to the Knowledge of the Company, there exist no
facts or circumstances which reasonably could be anticipated to result in any such action, suit,
claim, investigation, or proceeding; and (iii) no Person has asserted, and, to the Knowledge of the
Company, no Person has a valid basis upon which to assert, any claims against the Company that
would materially adversely affect the transactions contemplated by this Agreement or result in or
form the basis of any such action, suit, claim, investigation or proceeding. There is no material
action, suit, proceeding or investigation by the Company currently pending or which the Company
intends to initiate.



          (h) Securities Laws.



               (i) The Company has filed all forms, reports and documents with the SEC required to be filed
by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of
which complied in all material respects with all applicable requirements of the Securities Act and
the Exchange Act (collectively, the “SEC Reports”). None of the SEC Reports, including, without
limitation, any financial statements or schedules included therein, at the time filed (or if
amended or superseded by a filing prior to the date of this Agreement, then on the date of such
filing) contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of
circumstances under which they were made, not misleading.



               (ii) Based on the Investor’s representations in Section 4.2, no consent, authorization,
approval, permit, or order of or filing with any Governmental Authority is required in order for
the Company to execute and deliver this Agreement or in order for the Company to offer, issue,
sell, or deliver the Securities. Based in part on the representations of the Investor and under
the circumstances contemplated hereby and under current laws and regulations, the offer, issuance,
sale and delivery of the Securities to the Investor is exempt from the registration requirements of
the Securities Act.



          (i) Taxes. The Company has timely filed or caused to be filed with the appropriate
taxing authority all federal, state, national, local and foreign returns, estimates, information
statements and reports (“Returns”) relating to Taxes required to be filed by the Company on or
prior to the Closing Date. The Returns have accurately reflected in all material respects and will
accurately reflect in all material respects all liability for Taxes of the Company for the periods
covered thereby.





 









 






     4.2 Representations and Warranties of the Investor



     The Investor hereby represents and warrants to the Company that as of the date hereof:



          (a) Investment Intent. The Securities to be purchased by the Investor hereunder are
being purchased for its own account and not with the view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act. The Investor
understands that the Securities have not been registered under the Securities Act by reason of
their issuance in transactions exempt from the registration and prospectus delivery requirements of
the Securities Act pursuant to Section 4(2) thereof. The Investor further understands that the
certificates representing the Shares and any Warrant Shares that may be issued pursuant to the
exercise of the Warrant will bear the following legend and the Investor agrees that it will hold
such shares subject thereto:




“THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS.”



          (b) Capacity of the Investor; Execution of Agreement. The Investor has all requisite
power, authority and capacity to enter into this Agreement, deliver the Purchase Price, and to
perform the transactions and obligations to be performed by it hereunder. This Agreement has been
duly authorized, executed and delivered by them and constitutes its valid and legally binding
obligation, enforceable in accordance with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws, both state and
federal, affecting the enforcement of creditors’ rights or remedies in general from time to time in
effect and the exercise by courts of equity powers or their application of principles of public
policy.



          (c) Accredited Investor. The Investor is an “accredited investor” as defined in Rule
501(a) of Regulation D promulgated under the Securities Act (“Regulation D”).



          (d) Suitability and Sophistication. (i) The Investor has such knowledge and experience
in financial and business matters that it is capable of independently evaluating the risks and
merits of purchasing the Securities; (ii) the Investor has independently evaluated the risks and
merits of purchasing the Securities and has independently determined that the Securities are a
suitable investment for it; and (iii) the Investor has sufficient financial resources to bear the
loss of their entire investment in the Securities.



          (e) Receipt of Information. The Investor believes, after due inquiry and



 









 




investigation, that it has received all of the information that it considers necessary or
appropriate for deciding whether to purchase the Securities. The Investor further represents that
it has had an opportunity to ask questions and receive answers from the Company regarding the terms
and conditions of the offering of the Securities and the business, properties, prospects and
financial condition of the Company and to obtain additional information (to the extent the Company
possessed such information or could acquire it without unreasonable effort or expense) necessary to
verify the accuracy of any information furnished to the Investor. The foregoing, however, does not
limit or modify the representations and warranties of the Company in Section 4 of this Agreement or
the right of the Investor to rely thereon.




          (f) Independent Existence. The Investor was not formed for the specific purpose of
purchasing the Securities.



SECTION
5. CONDITIONS TO CLOSING





     5.1
Conditions to Closing by the Investor




     The obligations of the Investor to consummate the purchase of the Securities pursuant to
Section 2 hereof and certain of the transactions contemplated by this Agreement are subject to the
satisfaction on or prior to the Closing Date of the following conditions, any of which may be
waived in whole or in part in writing by the Investor:



          (a) all representations and warranties of the Company contained in this Agreement shall be
true and correct as of the date of this Agreement and as of the Closing Date as though made anew as
of such date (unless another date is specified);



          (b) the Company shall have delivered to the Investor the items required by Section 3.2 of this
Agreement;



          (c) the Company and Investor shall have entered into an amendment with respect to those
certain warrants to purchase Common Stock held by the Investor, dated as of March 16, 2006 and
December 21, 2006, in order to (i) extend the expiration date of each such warrant to December 31,
2011 and (ii) reduce the exercise price of such warrant to $0.38 per share.



          (d) the Company shall have performed and complied with all agreements and conditions required
by this Agreement to be performed and complied with by it prior to or as of the Closing Date; and



          (e) all pre-issuance registrations, qualifications, permits and approvals required, if any,
under applicable state securities laws or stock exchange listing rules for the lawful execution and
delivery of this Agreement and the offer, sale, issuance and delivery of the Securities shall have
been obtained.



     5.2 Conditions to Closing by the Company



     The obligations of the Company to consummate the issuance and sale of the Securities pursuant
to Section 2 hereof and certain of the transactions contemplated by this Agreement are



 









 




subject to the satisfaction on or prior to the Closing Date of the following conditions, any
of which may be waived in whole or in part in writing by the Company:




          (a) all representations and warranties of the Investor contained in this Agreement shall be
true and correct as of the date of this Agreement and as of the Closing Date as though made anew as
of such date;



          (b) the Investor shall have delivered to the Company the items required by Section 3.3 of this
Agreement;



          (c) all pre-issuance registrations, qualifications, permits and approvals required, if any,
under applicable state securities laws or stock exchange listing rules for the lawful execution and
delivery of this Agreement and the offer, sale, issuance and delivery of the Securities shall have
been obtained; and



          (d) the Investor shall have performed and complied with all agreements and conditions required
by this Agreement to be performed and complied with by it prior to or as of the Closing Date.



SECTION
6. MISCELLANEOUS





     6.1
Waivers and Amendments




     This Agreement may be amended or modified in whole or in part only by a writing which makes
reference to this Agreement that is executed by the Investor and the Company. The obligations of
any Party hereunder may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the party claimed to have given
the waiver; provided, however, that any waiver by any party of any violation of, breach of, or
default under any provision of this Agreement or any other agreement provided for herein shall not
be construed as, or constitute, a continuing waiver of such provision, or waiver of any other
violation of, breach of or default under any other provision of this Agreement or any other
agreement provided for herein.



     6.2 Costs and Expenses



     Each party agrees to pay its own costs and expenses in connection with the preparation,
execution and delivery of this Agreement and other instruments and documents to be delivered
hereunder and thereunder.



     6.3 Remedies Cumulative



     No specific right, power, or remedy conferred by this Agreement shall be exclusive, and each
such right, power, or remedy shall be cumulative and in addition to every other right, power, or
remedy, whether conferred hereby or by any security of the Company or now or hereafter available,
at law or in equity, by statute or otherwise.





 









 





     6.4 Remedies Not Waived



     No course of dealing between the Company and the Investor, and no delay in exercising any
right, power, or remedy conferred hereby or by any security issued by the Company, or now or
hereafter available at law or in equity, by statute or otherwise, shall operate as a waiver of or
otherwise prejudice any such right, power, or remedy.



     6.5 Entire Agreement



     This Agreement and the other agreements and instruments expressly provided for herein,
together set forth the entire understanding of the parties hereto and supersede in their entirety
all prior contracts, agreements, arrangements, communications, discussions, representations and
warranties, whether oral or written, among the parties with respect to the subject matter hereof.



     6.6 Specific Performance



     The Company and the Investor acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with the
specific terms hereof or were otherwise breached. It is accordingly agreed that, to the fullest
extent permitted by law or equity, each of the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, this being in addition to any other remedy to which
the parties may be entitled by law or equity.



     6.7 Governing Law



     This Agreement shall in all respects be governed by and construed in accordance with the
internal substantive laws of the State of Delaware without giving effect to the principles of
conflicts of law thereof.



     6.8 Notices



     Any notice, request or other communication required or permitted hereunder shall be in writing
and be deemed to have been duly given (a) when personally delivered or sent by facsimile
transmission (the receipt of which is confirmed in writing), (b) one business day after being sent
by a nationally recognized overnight courier service or (c) three business days after being sent by
registered or certified mail, return receipt requested, postage prepaid, to the parties at their
respective addresses set forth below.


If to the Company:



RegeneRx Biopharmaceuticals, Inc.

15245 Shady Grove Road

Suite 470

Bethesda, MD 20850

Attention: J.J. Finkelstein

Facsimile: 301-208-9194






 











 




     With a copy, which shall not constitute notice, to:



     Cooley LLP



     One Freedom Square, Reston Town Center



     11951 Freedom Drive



     Reston, VA 20190



     Attention: Darren K. DeStefano, Esq.



     Facsimile: 703-456-8100



     If to the Investor:



     To the address set forth below the Investor’s name on the signature page of this Agreement


Any party by written notice to the others may change the address or the persons to whom notices or
copies thereof shall be directed.




     6.9 Counterparts



     This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and all of which together shall constitute one and the same instrument.



     6.10 Successors and Assigns



     This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns.



     6.11 Third Parties



     Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer
upon or give any Person other than the parties hereto any rights or remedies under or by reason of
this Agreement.



     6.12 Schedules and Exhibits



     The schedules and exhibits attached to this Agreement are incorporated herein and shall be
part of this Agreement for all purposes.



     6.13 Headings



     The headings in this Agreement are solely for convenience of reference and shall not be given
any effect in the construction or interpretation of this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








 









 








     IN WITNESS WHEREOF, the parties have duly executed, or have caused their duly authorized
officer or representative to execute, this Securities Purchase Agreement as of the date first above
written.


REGENERX BIOPHARMACEUTICALS, INC.




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



 









 







     IN WITNESS WHEREOF, the parties have duly executed, or have caused their duly authorized
officer or representative to execute, this Securities Purchase Agreement as of the date first above
written.



Name of Purchaser: Defiante Farmaceutica S.A.




	 	 	 	 
	Signature of Authorized Signatory of Purchaser:

	 	/s/ Paulo Viegas	
	 

	 	 	





Name of Authorized Signatory: Mr. Paulo Viegas




Title of Authorized Signatory: CEO




Email Address of Authorized Signatory: paulo.viegas@defiante.com




Facsimile Number of Authorized Signatory: +351.291 214 095



Address for Notice of Purchaser:



Rua da Alfandega, n. 78, 3° — 9000-059 Funchal — Portugal



Address for Delivery of Securities for Purchaser (if not same as address for notice):



Société Européenne de Banque
19-21 Bld du Prince Henri L-1724 Luxembourg


Kind attention of Mr. Luca Checchinato (Director pro tempore)






 









 








Exhibit A




FORM OF WARRANT




[See Exhibit 4.2]






 









 







Exhibit B




ACCREDITED INVESTOR CERTIFICATION



The undersigned represents and warrants to RegeneRx Biopharmaceuticals, Inc. (the “Company”) that
the undersigned fits within each category marked below, and that for any category marked, he, she
or it has truthfully set forth any description required as provided for below. ALL INFORMATION
WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information
that the Company deems necessary in order to verify the answers set forth below.




(PLEASE MARK EACH CATEGORY APPLICABLE TO YOU)




	 	 	 

	o

	 	The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or
joint net worth with his or her spouse, presently exceeds $1,000,000.

	 
	 

	 	
Explanation. In calculating net worth you may include equity in personal property and real estate,
including your principal residence, cash, short-term investments, stock and securities. Equity in
personal property and real estate should be based on the fair market value of such property minus debt
secured by such property.
	 
	o

	 	The undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess of
$200,000 in each of the two most recent years, or joint income with his or her spouse in excess of
$300,000 in each of those years (in each case, including foreign income, tax exempt income and full
amount of capital gains and losses, but excluding any income of other family members and any unrealized
capital appreciation), and has a reasonable expectation of reaching the same income level in the
current year.
	 
	o

	 	The undersigned is a director or executive officer of the Company.
	 
	o

	 	The undersigned is either: (a) a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended (the “Act”); (b) a savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; (c) a broker dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934; (d) an insurance company as
defined in Section 2(13) of the Act; (e) an investment company registered under the Investment Company
Act of 1940 or a business development company as defined in Section 2(a)(48) of the Act; (f) a small
business investment company licensed by the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958; (g) a plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for
the benefit of its employees, if such a plan has total assets in excess of $5,000,000; or (h) an
employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974
(“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of
ERISA, which is either a bank, savings and loan association, insurance company or registered investment
advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a
self-directed plan, with investment decisions made solely by persons that are accredited investors, as
defined in Rule (501)(a) promulgated under the Act.
	 
		 	 
	 
		 	 
	 
		 	(describe entity)








 











 






	o	 	The undersigned is a private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.
	 
	 	 	 

	 
	 	 	 






(describe entity)





	þ	 	The undersigned is an organization within the meaning of Section
501(c)(3) of the Internal Revenue Code, a corporation, a business
trust, or a partnership, not formed for the specific purpose of
acquiring the Securities, with total assets in excess of
$5,000,000.
	 
	 	 	 

	 
	 	 	 






(describe entity)





	o	 	The undersigned is a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring the
Securities, whose investments are directed by a “sophisticated
person” as described in Rule 506(b)(2)(ii) promulgated under the
Act.
	 
	o	 	The undersigned is an entity, all the equity owners of which are
“accredited investors” within one or more of the above categories.
If relying upon this category alone, each equity owner must
complete a separate copy of this Certificate.
	 
	 	 	 

	 
	 	 	 






(describe entity)





	o	 	The undersigned does not meet the criteria of any of the categories listed above.




THE UNDERSIGNED UNDERSTANDS THAT THE COMPANY WILL RELY ON THE FOREGOING REPRESENTATIONS TO, AMONG
OTHER THINGS, MAINTAIN THE EXEMPTION FOR THE ISSUANCE OF THE SECURITIES FROM THE REQUIREMENT TO
REGISTER SUCH SECURITIES UNDER THE ACT.




     The answers to the foregoing questions are correctly stated to the best of my knowledge,
information and belief. I hereby agree to notify the Company promptly of any changes in the
foregoing information.



Dated: January 5, 2011




Name of Purchaser: Defiante Farmaceutica S.A.








	 	 	 	 
	Signature of Authorized Signatory of Purchaser:

	 	/s/ Paulo Viegas	
	 

	 	 	 








Name of Authorized Signatory: Paulo Viegas




Title of Authorized Signatory: CEO