Exhibit 4.12


 


NEITHER THESE SECURITIES NOR THE SECURITIES
FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE 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”), 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


ALLIQUA, INC.


 


WARRANT


 


	Warrant No.  C-1	Dated:  November 18, 2013


 


Alliqua, Inc., a Florida
corporation (the “Company”), hereby certifies that, for value received, Celgene Corporation, a Delaware
corporation or its registered assigns (the “Holder”), is entitled to purchase from the Company up to
a total of 36,585,366 shares of common stock, $0.001 par value per share (the “Common Stock”) of the
Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at
an exercise price equal to $0.13 per share (as adjusted from time to time as provided in Section 8, the “Exercise
Price”), at any time and on or after November 18, 2013 (the “Initial Exercise Date”) and
through and including the date that is five (5) years from the Initial Exercise Date, or if such day is not a Business Day
(as defined in the Purchase Agreement, as defined below), on the next preceding Business Day (the “Expiration Date”),
and subject to the following terms and conditions. This Warrant (this “Warrant”) is issued pursuant
to that certain Stock Purchase Agreement, dated as of November 14, 2013, by and among the Company and the Holder (the “Purchase
Agreement”).


 


1.          Registration
of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of record of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.


 


2.          Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the Form of this
Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations of a holder of a Warrant.


 


 








    	 



    	 



    

 


3.          Exercise
and Duration of Warrant.


 


(a)          This
Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the Initial Exercise Date and
prior to 5:30 p.m., New York City time on the Expiration Date at which time the portion of this Warrant not exercised prior
thereto shall be and become void and of no value.


 


(b)          The
Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the Form attached hereto (the
“Exercise Notice”), appropriately completed and duly signed, and (ii) payment of the Exercise Price
for the number of Warrant Shares as to which this Warrant is being exercised, and the date such items are delivered to the Company
(as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder
shall not be required to deliver the original Warrant in order to effect an exercise hereunder; provided, however,
that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver
this Warrant to the Company for cancellation within a reasonable time after such exercise. In the event of a partial exercise of
this Warrant, execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant
and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.


 


4.          Delivery
of Warrant Shares.


 


(a)          Upon
exercise of this Warrant, the Company shall promptly following the Exercise Date (but in no event later than three Trading Days
after the Exercise Date) credit such aggregate number of Warrant Shares to which the Holder is entitled to receive pursuant
to such exercise of this Warrant to the Holder’s or its designee’s balance account with The Depository Trust Company
(“DTC”) through its Deposit Withdrawal Agent Commission system, or if the Company’s transfer
agent for the Common Stock (the “Transfer Agent”) is not participating in the Fast Automated Securities
Transfer Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch
by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share
register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled to receive
pursuant to such exercise of this Warrant. The Holder, or any Person so designated by the Holder to receive Warrant Shares, shall
be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant
Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares,
as the case may be. For purposes of this Warrant, “Person” shall mean 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 and “Trading Day” means a day on which
the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded.


 


(b)          This
Warrant is exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. Upon surrender
of this Warrant following one or more partial exercises, the Company shall issue or cause to be issued, at its expense, a New Warrant
evidencing the right to purchase the remaining number of Warrant Shares.


 


5.          Charges,
Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or
expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided,
however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved
in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall
be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.


 


6.          Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable bond
or indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.


 




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7.          Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this
entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (after giving
effect to the adjustments of Section 8, if any). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. The Company will take all such action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of any securities exchange or automated quotation system upon which the Common Stock may be listed.


 


8.          Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 8.


 


(a)          Stock
Dividends, Subdivisions or Combinations. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend
on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock,
(ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be adjusted by multiplying the Exercise
Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Simultaneously
with any adjustment to the Exercise Price pursuant to this subsection (a), the number of Warrant Shares that may be purchased upon
exercise of this Warrant shall be adjusted proportionately, so that after such adjustment the aggregate Exercise Price payable
hereunder for the increased or decreased number of Warrant Shares, as the case may be, shall be the same as the aggregate Exercise
Price in effect immediately prior to such adjustment to the Exercise Price and the number of Warrant Shares.


 


(b)          Adjustments
Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the
Company, (ii) reclassification of the Common Stock of the Company (other than as a result of a stock dividend or subdivision,
split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale
of all or substantially all of the Company’s assets to another Person or (v) other similar transaction (other than a
transaction covered by Section 8(a)), in each case which entitles the holders of Common Stock to receive (either directly
or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, this Warrant
shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding
and shall thereafter be exercisable for the kind and number of shares of stock or other securities or assets of the Company or
of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization,
reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately
prior to the time of such transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result
of such exercise; and, in such case, appropriate adjustments (in form and substance reasonably satisfactory to the Holder) shall
be made with respect to the Holder’s rights hereunder to insure that the provisions of this Section 8 shall thereafter
be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable
upon exercise of this Warrant. The provisions of this Section 8(c) shall similarly apply to all successive reorganizations,
reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization,
reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person
(if other than Company) resulting therefrom, shall assume, by written instrument substantially similar in Form and substance
to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets
which, in accordance with the foregoing provisions, the Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding
anything to the contrary contained herein, with respect to any corporate event or transaction contemplated by this Section 8(b),
the Holder shall have the right to elect prior to the consummation of such event or transaction, to exercise this Warrant in accordance
with Section 3(b) instead of giving effect to the provisions of this Section 8(c) with respect to this Warrant.


 




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(c)          [Reserved]


 


(d)          Calculations.
All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.


 


(e)          Certificate
as to Adjustment. As promptly as reasonably practicable following any adjustment of the Exercise Price, but in no event later
than five (5) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer of the
Company setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation
thereof. No later than five (5) Business Days following the receipt by Company of a written request by the Holder, the Company
shall furnish the Holder a certificate of an executive officer certifying the Exercise Price then in effect and the number of Warrant
Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant.


 


(f)          Notice
of Corporate Events. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock
applicable to all holders thereof, (iii) the Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (iv) the approval of any
stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or
merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory
share exchange whereby the Common Stock is converted into other securities, cash or property, or (v) the Company shall authorize
the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company
shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least
20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is
not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders
of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail
such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be
specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of
such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


9.          Purchase
Rights. In addition to any adjustments pursuant to Section 8 above, if at any time prior to the Expiration Date the Company
grants, issues or sells (y) any securities directly or indirectly exchangeable for or convertible into Common Stock or (z) any
rights to purchase stock, warrants, securities or other property, in the case of clauses (y) and (z), pro rata to all of the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights.


 




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10.         Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon exercise of this
Warrant, the number of Warrant Shares to be issued will be rounded up to the nearest whole share.


 


11.         Notices.
Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 6:30 p.m. (New York City time) on
a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number specified in the Purchase Agreement on a day that is not a Trading Day or later than 6:30 p.m. (New
York City time) on any Trading Day, (c) the Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address
for such notices or communications shall be as set forth in the Purchase Agreement.


 


12.         Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or stockholder services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown
on the Warrant Register.


 


13.         Miscellaneous


 


(a)          Subject
to compliance with applicable securities laws and Section 4.6 of the Purchase Agreement, this Warrant may be assigned by the Holder.
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder and their successors and assigns.


 


(b)          The
Company will not, by amendment of its governing documents or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking
of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Without
limiting the generality of the foregoing, the Company (i) will not increase the par value of any Warrant Shares above the
amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares on the exercise of this Warrant,
and (iii) will not close its stockholder books or records in any manner which interferes with the timely exercise of this
Warrant.


 




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(c)          ALL
QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND, BY ACCEPTING THIS WARRANT, THE HOLDER
HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH
OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY
OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF THIS WARRANT), 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 IMPROPER. EACH OF THE COMPANY AND, BY ACCEPTING THIS WARRANT, THE HOLDER 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 VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN
EFFECT FOR 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. THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(d)          The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(e)          In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(f)          The
remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law
or in equity (including a decree of specific 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 by it of its obligations hereunder may 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 of
this Warrant shall be entitled, in addition to all other available remedies, to seek an injunction restraining any breach.


 


(g)          No
provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and
no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Warrant Shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company. Prior to the exercise of this Warrant, the Holder shall not have or exercise any rights as a stockholder of the
Company by virtue of its ownership of this Warrant.


 


SIGNATURE PAGE FOLLOWS


 




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IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 





	 	ALLIQUA, INC.




 


	 	By:	/s/ David Johnson	 
	 	 	Name: David Johnson
	 	 	Title: Chief Executive Officer


 




    	 



    	 



    

 


FORM OF EXERCISE NOTICE


 


(To be executed by the Holder to exercise
the right to purchase shares of Common Stock under the foregoing Warrant)


 


To Alliqua, Inc.:


 


The undersigned is the Holder of Warrant
No. _______ (the “Warrant”) issued by Alliqua, Inc., a Florida corporation (the “Company”).
Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.


 


		1.	The Warrant is currently exercisable to purchase a total
of ______________ Warrant Shares.



 


		2.	The undersigned Holder hereby exercises its right to
purchase _________________ Warrant Shares pursuant to the Warrant.



 


		3.	The holder shall pay the sum of $____________ to the
Company in accordance with the terms of the Warrant.



 


		4.	Pursuant to this exercise, the Company shall deliver
to the holder _______________ Warrant Shares in accordance with the terms of the Warrant.



 


		5.	Following this exercise, the Warrant shall be exercisable
to purchase a total of ______________ Warrant Shares.



 


	Dated:		 	Name of Holder:


 


	 	(Print)	 	 


 


	 	By:	 	 
	 	Name:
	 	Title:


 




    	 



    	 



    

 


ACKNOWLEDGED AND AGREED TO this ___ day of

___________, 20__


 


ALLIQUA, INC.


 


	By:	 	 
	 	Name:
	 	Title:


 




    	 



    	 



    

 


FORM OF ASSIGNMENT


 


[To be completed and signed only upon transfer
of Warrant]


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the within Warrant
to purchase ____________ shares of Common Stock of Alliqua, Inc. to which the within Warrant relates and appoints ________________
attorney to transfer said right on the books of Alliqua, Inc. with full power of substitution in the premises.


 


	Dated:	_____________,_____________	 


 


	 	 	 
	 	 	 
	 	 	 
	 	Address of Transferee	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


In the presence of: