exv4w5





Exhibit 4.5


WARRANT AGREEMENT


     This Warrant Agreement made as of May ___, 2010, is between RegeneRx Biopharmaceuticals, Inc.,
a Delaware corporation, with offices at 15245 Shady Grove Road, Suite 470, Rockville, MD 20850 (the
“Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue,
Brooklyn, NY (the “Warrant Agent”).


     WHEREAS, the Company is engaged in a public offering of units, each unit comprised of one
share of Common Stock (as defined below) and ___Warrants (as defined below) and, in connection
therewith, has determined to issue and deliver up to ______ warrants (the “Warrants”) to the
investors in the public offering, each Warrant evidencing the right of the holder thereof to
purchase one share of the Company’s common stock, par value $.001 per share (the “Common Stock”),
for $___, subject to adjustment as described herein;



     WHEREAS, the Company has filed with the Securities and Exchange Commission a registration
statement on Form S-3 (File No. 333-166146) (the “Registration Statement”), for the registration
under the Securities Act of 1933, as amended (the “Act”), of, among other securities, the Warrants
and the Common Stock issuable upon exercise of the Warrants;



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants;



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights and
immunities of the Company, the Warrant Agent and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the legally valid and binding obligations of the Company, and to
authorize the execution and delivery of this Warrant Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:



     1. Appointment of Warrant Agent. The Company hereby appoints the Warrant
Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and conditions set forth in
this Warrant Agreement.



     2. Warrants.



          2.1 Form of Warrant. Each Warrant shall be (a) issued in registered form
only, (b) in substantially the form of Exhibit A attached hereto, the provisions of which
are incorporated herein, and (c) signed by, or bear the facsimile signature of, (i) the Chairman of
the Board, the Chief Executive Officer or the President, and (ii) the Treasurer, Secretary or
Assistant




- 1 -









 




Secretary of the Company. In the event a person whose facsimile signature has been placed upon
any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant
before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.




          2.2 Effect of Countersignature. Unless and until countersigned by the
Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid and of no effect and
may not be exercised by the holder thereof. Warrant certificates shall be dated the date of
countersignature by the Warrant Agent.




          2.3 Registration.




               2.3.1
Warrant Register. The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of the original issuance and transfers of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.



               2.3.2 Registered Holder. Prior to due presentment for registration of
transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose
name such Warrant shall be registered upon the Warrant Register (“Registered Holder”), as the
absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any
notation of ownership or other writing on the warrant certificate made by anyone other than the
Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.



     3. Terms and Exercise of Warrants.



          3.1
Warrant Price. Each whole Warrant shall, when countersigned by the
Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and
of this Warrant Agreement, to purchase from the Company one share of Common Stock, at the price of
$       per whole share, subject to the adjustments provided in Section 4 hereof and in the last
sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers to
the price per share at which Common Stock may be purchased at the time a Warrant is exercised. The
Company, in its sole discretion, may lower the Warrant Price at any time prior to the Expiration
Date (as defined below); provided, that any such reduction shall be identical in percentage terms
among all of the Warrants; and provided, further, that in no event shall the Warrant Price be
reduced below the par value of one share of Common Stock.




          3.2 Duration of Warrants. The Warrants will be exercisable until 5:00 p.m.,
New York City time, on the Expiration Date. For purposes of this Warrant Agreement, the
“Expiration Date” shall mean the earlier to occur of (i) May ___, 2015, or (ii) the date fixed for
redemption of the Warrants as provided in Section 6 of this Warrant Agreement. Except with respect
to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant
not exercised on or before the Expiration Date shall become void, and all rights






- 2 -









 







thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the
close of business on the Expiration Date. The Company may extend the duration of the Warrants by
delaying the Expiration Date; provided, however, that the Company will provide notice of any such
extension to each registered holder of the Warrants, at the last address for such holder as set
forth in the Warrant Register, not less than twenty (20) days prior to the Expiration Date then in
effect.




          3.3 Exercise of Warrants.




               3.3.1 Payment. Subject to the provisions of the Warrant and this Warrant
Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered
Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its
successor as Warrant Agent, with the subscription form, as set forth in the Warrant, duly executed,
and by paying in full, in lawful money of the United States, by certified check made payable to the
Company or by wire transfer of immediately available funds to an account designated by the Company
(or as otherwise agreed to by the Company), the Warrant Price for each full share of Common Stock
as to which the Warrant is exercised and any and all applicable taxes due in connection with the
exercise of the Warrant, the exchange of the Warrant for the Common Stock, and the issuance of the
Common Stock. In no event shall the Registered Holder of any Warrant be entitled to “net cash
settle” the Warrant.



               3.3.2 Issuance of Certificates. As soon as practicable after the exercise of
any Warrant and the clearance of the funds in payment of the Warrant Price for each full share of
Common Stock as to which the Warrant is exercised, the Company shall issue to the Registered Holder
of such Warrant a certificate or certificates representing the number of full shares of Common
Stock to which he, she or it is entitled, registered in such name or names as may be directed by
him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new
countersigned Warrant for the number of shares as to which such Warrant shall not have been
exercised or surrendered. Subject to Section 7.4 and notwithstanding the foregoing, the Company
shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a
registration statement under the Act with respect to the Common Stock issuable upon exercise of
such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable
upon exercise of the Warrants is available for delivery to the Warrant holders or (b) in the
opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration
requirements of the Act and such securities are qualified for sale or exempt from qualification
under applicable securities laws of the states or other jurisdictions in which the Registered
Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in
any state in which such exercise or issuance would be unlawful. In the event a registration
statement under the Act with respect to the Common Stock underlying the Warrants is not effective
or a prospectus is not available, or because such exercise would be unlawful with respect to a
Registered Holder in any state, the Registered Holder shall not be entitled to exercise such
Warrants and such Warrants may have no value and expire worthless. In no event will the Company be
obligated to pay such Registered Holder any cash consideration upon exercise (except pursuant to
Section 4.5).



- 3 -









 





               3.3.3 Valid Issuance. All shares of Common Stock issued upon the proper
exercise or surrender of a Warrant in conformity with this Warrant Agreement shall be validly
issued, fully paid and nonassessable.



               3.3.4 Date of Issuance. Each person or entity in whose name any such
certificate for shares of Common Stock is issued shall, for all purposes, be deemed to have become
the holder of record of such shares on the date on which the Warrant was surrendered and payment of
the Warrant Price for each full share of Common Stock as to which the Warrant is exercised was
made, irrespective of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.



          3.4 Disposition of Proceeds on Exercise of Warrants. The Warrant Agent
shall promptly forward to the Company all monies received by the Warrant Agent for the purchase of
shares of Common Stock through the exercise of Warrants.




     4. Adjustments.



          4.1 Stock Dividends — Split-Ups. If, after the date hereof, and subject to
the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock,
or other similar event, then, on the effective date of such stock dividend, split-up or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase in outstanding shares of Common Stock.




          4.2 Aggregation of Shares. If, after the date hereof, and subject to the
provisions of Section 4.6, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares of Common Stock or
other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common
Stock.




          4.3 Adjustments in Warrant Price. Whenever the number of shares of Common
Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price, immediately prior to such adjustment, by a fraction, (a) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to
such adjustment, and (b) the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter. Notwithstanding the foregoing or anything to the contrary
herein, in no event shall the Warrant Price be reduced below the par value of one share of Common
Stock.




          4.4 Extraordinary Dividends. If the Company, at any time prior to the
Expiration Date, shall pay a dividend in cash, securities or other assets to the holders of Common






- 4 -









 







Stock (or other shares of the Company’s capital stock into which the Warrants are
convertible), other than (i) as described in Sections 4.1, 4.2 or 4.5 or (ii) regular quarterly or
other periodic dividends (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as
determined by the Company’s Board of Directors, in good faith) of any securities or other assets
paid on each share of Common Stock in respect of such Extraordinary Dividend.




          4.5 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock (other than a change
covered by Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of
Common Stock), or, in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety, in
connection with which the Company is dissolved, the Warrant holders shall thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised his, her or its
Warrant(s) immediately prior to such event; and if any reclassification also results in a change in
shares of Common Stock covered by Sections 4.1 or 4.2, then such adjustment shall be made pursuant
to Sections 4.1, 4.2, 4.3 and this Section 4.5. The provisions of this Section 4 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.




          4.6 Notices of Changes in Warrant. Upon every adjustment of the Warrant
Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3, 4.4 or 4.5 the Company shall give written notice to each Warrant holder, at
the last address set forth for such holder in the Warrant Register, of the record date or the
effective date of the event. Failure to give such notice, or any defect therein, shall not affect
the legality or validity of such event.




          4.7 No Fractional Shares. Notwithstanding any provision contained in this
Warrant Agreement to the contrary, Warrants can only be exercised to the extent aggregated for
whole shares of Common Stock, and the Company shall not issue fractional shares upon exercise of
Warrants.







- 5 -









 








          4.8 Form of Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Warrant Agreement. However, the Company may, at any time, in its sole discretion, make any
change in the form of Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed.




          4.9 Notice of Certain Transactions. In the event that the Company shall
propose to (a) offer the holders of its Common Stock rights to subscribe for or to purchase any
securities convertible into shares of Common Stock or shares of stock of any class or any other
securities, rights or options, (b) issue any rights, options or warrants entitling the holders of
Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer
or exchange offer with respect to the Common Stock, the Company shall send to the Warrant holders a
notice of such proposed action or offer. Such notice shall be mailed to the registered holders at
their addresses as they appear in the Warrant Register, which shall specify the record date for the
purposes of such offer or issuance of rights, or the date such issuance or event is to take place
and the last date for participation therein by the holders of Common Stock, if any such date has
been fixed, and shall briefly indicate the effect of such action on the Common Stock and on the
number and kind of any other shares of stock and on other property, if any, and the number of
shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the
Warrant Price after giving effect to any adjustment pursuant to this Article 4 which would be
required as a result of such action. Such notice shall be given as promptly as practicable after
the Board has determined to take any such action and (x) in the case of any action covered by
clause (a) or (b) above at least ten (10) days prior to the record date for determining the holders
of the Common Stock for purposes of such action or (y) in the case of any other such action at
least twenty (20) days prior to the date of the taking of such proposed action or the last date for
participation therein by the holders of Common Stock, whichever shall be the earlier.




          4.10 Other Events. If any event occurs as to which the foregoing provisions
of this Article 4 are not strictly applicable or, if strictly applicable, would not, in the good
faith judgment of the Board, fairly and adequately protect the purchase rights of the registered
holders of the Warrants in accordance with the essential intent and principles of such provisions,
then the Board shall make such adjustments in the application of such provisions, in accordance
with such essential intent and principles, as shall be reasonably necessary, in the good faith
opinion of the Board, to protect such purchase rights as aforesaid.




     5. Transfer and Exchange of Warrants.



          5.1 Registration of Transfer. The Warrant Agent shall register the transfer,
from time to time, of any outstanding Warrant into the Warrant Register, upon surrender of such
Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the






- 6 -









 







Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the
Company from time to time upon the Company’s request.




          5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the
Warrant Agent, together with a written request for exchange or transfer, and, thereupon, the
Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the
Registered Holder of the Warrants so surrendered, representing an equal aggregate number of
Warrants; provided, however, that, in the event a Warrant surrendered for transfer bears a
restrictive legend, the Warrant Agent shall not cancel such Warrant and shall issue new Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the new Warrants must also bear a
restrictive legend.




          5.3 Fractional Warrants. Following the initial issuance of the Warrants by
the Company, the Warrant Agent shall not be required to effect any registration of transfer or
exchange which will result in the issuance of a warrant certificate for a fraction of a warrant.
If the holder of any Warrant would be entitled, upon any such transfer or exchange, to receive a
fractional interest in a Warrant, the Warrant Agent shall, upon such transfer or exchange, round
down to a whole number of Warrants to be issued upon such transfer or exchange.




          5.4 Service Charges. No service charge shall be made for any exchange or
registration of transfer of Warrants.




          5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this Warrant Agreement,
the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed
on behalf of the Company for such purpose.




     6. Redemption.



          6.1 Redemption. Subject to the penultimate and final sentences of this
Section 6.1, all, but not less than all, of the outstanding Warrants may be redeemed, at the option
of the Company, at any time after they become exercisable and prior to their expiration, at the
office of the Warrant Agent, upon the notice referred to in Section 6.2, in whole but not in part,
at the price of $0.01 per whole Warrant (“Redemption Price”), provided that the last sales price of
the Common Stock has been equal to or greater than $___ per share for any twenty (20) trading days
within a thirty (30) consecutive trading day period ending on the third business day prior to the
date on which notice of redemption is given. Notwithstanding anything to the contrary contained
herein, the Company shall not call the Warrants for redemption unless there is an effective
registration statement under the Act relating to the shares of Common Stock issuable upon exercise
of the Warrants current and available at the time of the notice required by Section 6.2 and at the
time of redemption.




          6.2 Date Fixed for, and Notice of, Redemption. In the event the Company
shall elect to redeem all of the Warrants, the Company shall fix a date for the redemption. Notice






- 7 -









 







of redemption shall be mailed by first class mail, postage prepaid, by the Company not less
than thirty (30) days prior to the date fixed for redemption to the Registered Holders of the
Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register. Any
notice required to be given under this Warrant Agreement to the Registered Holder which is mailed
in the manner herein provided shall be conclusively presumed to have been duly given, whether or
not the Registered Holder received such notice.




          6.3 Exercise After Notice of Redemption. The Warrants may be exercised in
accordance with Section 3 of this Warrant Agreement at any time after notice of redemption shall
have been given by the Company pursuant to Section 6.2 hereof and prior to the time and date fixed
for redemption. On and after the redemption date, the record holder of the Warrants shall have no
further rights except to receive, upon surrender of the Warrants, the Redemption Price.




     7. Other Provisions Relating to Rights of Holders of Warrants.



          7.1 No Rights as Stockholder. A Warrant does not entitle the Registered
Holder thereof to any of the rights of a stockholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or
to consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.




          7.2 Lost, Stolen Mutilated or Destroyed Warrants. If any Warrant is lost,
stolen, mutilated or destroyed, the Company and the Warrant Agent may, on such terms as to
indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor
and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.




          7.3 Reservation of Common Stock. The Company shall at all times reserve and
keep available a number of its authorized but unissued shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Warrant Agreement.




          7.4 Registration of Common Stock. The Company will use its best efforts to
maintain the effectiveness of the Registration Statement, including by the filing of any required
post-effective amendments to such Registration Statement, and ensure that a prospectus is available
for delivery to the Warrant holders until the expiration of the Warrants in accordance with the
provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall
not be obligated to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a
prospectus related to the Common Stock issuable upon exercise of the Warrants is current and the
Common Stock has been registered or qualified or deemed to be exempt under the laws of the state of
residence of the holder of the Warrants. In addition, the Company agrees to use its best efforts
to register such securities under the blue sky laws of the states of residence of exercising
warrant holders, if permitted by the blue sky laws of such






- 8 -









 







jurisdictions, in the event that an exemption is not available; provided, however, that the
Company shall not be required to register or qualify in any particular jurisdiction in which the
Company would be required to qualify to do business or to execute a general consent to service of
process in effecting such registration or qualification. The provisions of this Section 7.4 may
not be modified, amended or deleted without the prior written consent of Maxim Group LLC.




     8. Concerning the Warrant Agent and Other Matters.



          8.1 Payment of Taxes. The Company will, from time to time, promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such shares.




          8.2 Resignation, Consolidation, or Merger of Warrant Agent.




               8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any
successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If
the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise,
the Company shall appoint, in writing, a successor Warrant Agent in place of the Warrant Agent. If
the Company shall fail to make such appointment within a period of thirty (30) days after it has
been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of
the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the
Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Warrant Agent. Any successor Warrant
Agent, whether appointed by the Company or by such court, shall be a corporation organized and
existing under the laws of the State of New York, in good standing and have its principal office in
the Borough of Manhattan, City and State of New York, and be authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authorities.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed; but, if for any
reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and
deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and, upon
request of any successor Warrant Agent, the Company shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such
successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.



               8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant
Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent
and the transfer agent for the Common Stock not later than the effective date of any such
appointment.



- 9 -









 





               8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which
the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Warrant Agreement without any further act on the part of the Company or
the Warrant Agent.



          8.3 Fees and Expenses of Warrant Agent.




               8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as Warrant Agent hereunder as set forth on Exhibit B hereto
and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may
reasonably incur in the execution of its duties hereunder.



               8.3.2 Further Assurances. The Company agrees to perform, execute,
acknowledge and deliver, or cause to be performed, executed, acknowledged and delivered, all such
further and other acts, instruments and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Warrant Agreement.



          8.4 Liability of Warrant Agent.




               8.4.1 Reliance on Company Statement. Whenever, in the performance of its
duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a statement signed by the
Chief Executive Officer, Chief Financial Officer or Chairman of the Board of the Company and
delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken
or suffered in good faith by it pursuant to the provisions of this Warrant Agreement.



               8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its
own negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant
Agreement, except as a result of the Warrant Agent’s negligence, willful misconduct or bad faith.



               8.4.3 Exclusions. The Warrant Agent shall have no responsibility with
respect to the validity of this Warrant Agreement or with respect to the validity or execution of
any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor
shall it be responsible to make any adjustments required under the provisions of Section 4 hereof
or responsible for the manner, method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment; nor shall it, by any act hereunder, be
deemed to make any representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Warrant Agreement or



- 10 -









 




any Warrant or as to whether any shares of Common Stock will when issued be valid and fully
paid and nonassessable.




          8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency
established by this Warrant Agreement and agrees to perform the same upon the terms and conditions
herein set forth and, among other things, shall account promptly to the Company with respect to
Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the
Warrant Agent for the purchase of shares of the Company’s Common Stock through the exercise of
Warrants.




     9. Miscellaneous Provisions.



          9.1 Successors. All the covenants and provisions of this Warrant Agreement
by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of
their respective successors and assigns.




          9.2 Notices. Any notice, statement or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the
Company shall be delivered by hand or sent by registered or certified mail or overnight courier
service, addressed (until another address is filed in writing by the Company with the Warrant
Agent) as follows:



RegeneRx Biopharmaceuticals, Inc.

15245 Shady Grove Road, Suite 470

Rockville, MD 20850

Attn: Chief Executive Officer



Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the
holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered by hand or
sent by registered or certified mail or overnight courier service, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:



American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attn: Susan Silber



with a copy in each case to (which shall not constitute notice):



Cooley LLP

One Freedom Square

Reston Town Center

11951 Freedom Drive

Reston, VA 20190

Attn: Darren K. DeStefano, Esq.






- 11 -









 







Maxim Group LLC

405 Lexington Avenue

New York, NY 10174

Attn: David Strupp



Lowenstein Sandler PC

65 Livingston Avenue

Roseland, New Jersey 07068

Attn: Steven M. Skolnick, Esq.



Any notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon
receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next
business day of the delivery to the courier, and if sent by registered or certified mail on the
third day after registration or certification thereof.




          9.3 Applicable Law. The validity, interpretation, and performance of this
Warrant Agreement and of the Warrants shall be governed in all respects by the laws of the State of
New York, without giving effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Warrant Agreement
shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be
served upon the Company may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding
upon the Company in any action, proceeding or claim.




          9.4 Persons Having Rights under this Warrant Agreement. Nothing in this
Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections
7.4, 9.2 and 9.8 hereof, the underwriters in the public offering, any right, remedy, or claim under
or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. Each underwriter in the public offering shall be deemed to be a third-party
beneficiary of this Warrant Agreement with respect to Sections 7.4, 9.2 and 9.8 hereof. All
covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto (and the underwriters in the
public offering with respect to the Sections 7.4, 9.2 and 9.8 hereof) and their successors and
assigns and of the Registered Holders of the Warrants.




          9.5 Examination of the Warrant Agreement. A copy of this Warrant Agreement
shall be available at all reasonable times at the office of the Warrant Agent for inspection by the
Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his, her
or its Warrant for inspection.







- 12 -









 








          9.6 Counterparts- Facsimile Signatures. This Warrant Agreement may be
executed in any number of counterparts, and each of such counterparts shall, for all purposes, be
deemed to be an original, and all such counterparts shall together constitute one and the same
instrument. Facsimile signatures shall constitute original signatures for all purposes of this
Warrant Agreement.




          9.7 Effect of Headings. The section headings herein are for convenience only
and are not part of this Warrant Agreement and shall not affect the interpretation thereof.




          9.8 Amendments.




               9.8.1 This Warrant Agreement and any Warrant certificate may be amended by the
parties hereto by executing a supplemental warrant agreement (a “Supplemental Agreement”), without
the consent of any of the Warrant holders, for the purpose of (i) curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Warrant Agreement that is not
inconsistent with the provisions of this agreement or the Warrant certificates, (ii) evidencing the
succession of another corporation to the Company and the assumption by any such successor of the
covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing and
providing for the acceptance of appointment by a successor Warrant Agent with respect to the
Warrants, (iv) adding to the covenants of the Company for the benefit of the Holders or
surrendering any right or power conferred upon the Company under this Agreement, or (viii) amending
this Warrant Agreement and the Warrants in any manner that the Company may deem to be necessary or
desirable and that will not adversely affect the interests of the Warrant holders in any material
respect.



               9.8.2 The Company and the Warrant Agent may amend this Warrant Agreement and the
Warrants by executing a Supplemental Agreement with the consent of the Holders of not fewer than a
majority of the unexercised Warrants affected by such amendment, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Warrant
Agreement or of modifying in any manner the rights of the Holders under this Warrant Agreement;
provided, however, that, without the consent of each of the Warrant holders affected thereby, no
such amendment may be made that (i) changes the Warrants so as to reduce the number of shares
purchasable upon exercise of the Warrants or so as to increase the Warrant Price (other than as
provided by Section 4), (ii) shortens the period of time during which the Warrants may be
exercised, (iii) otherwise adversely affects the exercise rights of the Holders in any material
respect, or (iv) reduces the number of unexercised Warrants the holders of which must consent for
amendment of this Warrant Agreement or the Warrants. Notwithstanding anything contained herein to
the contrary, Section 9 may be amended only by the parties hereto with the consent of Maxim Group
LLC. If requested by the Warrant Agent, the Company shall cause a legal opinion, covering such
matters as are customary in connection with such amendments, to be delivered to the Warrant Agent
upon execution of a Supplemental Agreement.



         
      9.8.3 The parties hereto acknowledge that each underwriters in the public offering
shall be an intended third party beneficiary of this Section 9.8.



- 13 -









 





          9.9 Severability. This Warrant Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or
enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.




     IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of
the day and year first above written.



	 	 	 	 	 
	 	REGENERX BIOPHARMACEUTICALS, INC.

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



	 	 	 	 	 
	 	AMERICAN STOCK TRANSFER &

TRUST COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



- 14 -









 






	 	 	 	 	 



EXHIBIT A




Form of Warrant




 









 





	 	 	 	 	 

	WARRANT NO.

	 	 	 	WARRANTS
	 
	 	 	 	 
	 

	 	THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR	 	 
	 

	 	TO 5:00 P.M. NEW YORK CITY TIME, May ___, 2015	 	 






REGENERX BIOPHARMACEUTICALS, INC.




CUSIP [          
          ]




WARRANT


THIS CERTIFIES THAT, for value received



is the registered holder of a Warrant or Warrants expiring May ___, 2015 (the “Warrant”) to purchase
one fully paid and non-assessable share of Common Stock, par value $.001 per share (“Shares”), of
RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), for each Warrant
evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from
the Company such number of Shares of the Company at the price of
$___ per share, upon surrender of
this Warrant Certificate and payment of the Warrant Price (as defined below) at the office or
agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made
by certified check made payable to the Company or by wire transfer of immediately available funds
to an account designated by the Company), subject to the conditions set forth herein and in the
Warrant Agreement between the Company and the warrant agent named therein (the “Warrant
Agreement”). Notwithstanding anything else in this Warrant Certificate, or the Warrant Agreement,
no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the Warrant Shares to be issued upon exercise is effective under the Act and (ii) a prospectus
thereunder relating to the Warrant Shares is current. In no event shall the registered holder of
this Warrant be entitled to receive a net-cash settlement, shares of common stock or other
consideration in lieu of physical settlement in Shares of the Company. The Warrant Agreement
provides that upon the occurrence of certain events the Warrant Price and the number of Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per
Share at which Shares may be purchased at the time the Warrant is exercised.




     This Warrant will expire at the time and date first above written if it is not exercised prior
to such time and date by the registered holder pursuant to the terms of the Warrant Agreement or if
it is not redeemed by the Company prior to such time and date.



     No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a
Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the
Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be
issued to such holder.



     Upon any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the registered holder hereof or his assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised.



     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



     Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.



A-1









 





     The Company and the Warrant Agent may deem and treat the registered holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the
purpose of any exercise hereof, of any distribution to the registered holder, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.



     This Warrant does not entitle the registered holder to any of the rights of a stockholder of
the Company.



     The Company reserves the right to call the Warrant prior to its exercise, with a notice of
call in writing to the holder of record of the Warrant, giving 30 days’ notice of such call at any
time while the Warrant is exercisable if the last sale price of the Shares has been at least $___
per share on each of 20 trading days within a 30 trading day period ending on the third business
day prior to the date on which notice of such call is given. The call price of the Warrants is to
be $0.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end
of the date specified in the notice of call shall be canceled on the books of the Company and have
no further value except for the $0.01 call price.


REGENERX BIOPHARMACEUTICALS, INC.



By:




	 	 	 

	President

	 	Assistant Secretary and Treasurer





COUNTERSIGNED:


     AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC


(New York, NY)


AS WARRANT AGENT


By:



	 	 	 

	Authorized Signature
	 	 





 A-2








 






SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants



The undersigned Registered Holder irrevocably elects to exercise    
                  Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in
the name of




 

(PLEASE TYPE OR PRINT NAME AND ADDRESS)





 





 





 

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


and be delivered to




 

(PLEASE PRINT OR TYPE NAME AND ADDRESS)





 

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:




	 	 	 	 	 

	Dated:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	(SIGNATURE)


	 

	 	 	 	 
	 

	 	 	 	(ADDRESS)


	 

	 	 	 	
 
	 

	 	 	 	 
	 

	 	 	 	(TAX IDENTIFICATION NUMBER)





Signature Guaranteed:        
                    
             



THE SIGNATURE TO THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN
UPON THE FACE OF THIS
WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.




ASSIGNMENT

To Be Executed by the Registered Holder in Order to Assign Warrants



For Value Received,         
                     
            hereby sell, assign, and transfer unto




 

(PLEASE TYPE OR PRINT NAME AND ADDRESS)




 





 




A-3









 





 

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)



and be delivered to




 

(PLEASE PRINT OR TYPE NAME AND ADDRESS)



      
               
                
    of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint          
               
                 Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the premises.




	 	 	 	 	 

	Dated:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	(SIGNATURE)





Signature Guaranteed:       
                   
               



THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.





A-4