Exhibit 10.5


 


SECURITIES PURCHASE AGREEMENT


 


Dated as of March 7, 2014


 


Between


 


REGENERX BIOPHARMACEUTICALS, INC.


 


and


 


DIGITAL ARIA CO., LTD.


 




    	 



    	 



    

 





Table of Contents




 


	 	 	Page
	 	 	 
	SECTION 1.	DEFINITIONS	1
	SECTION 2.	ISSUANCE AND SALE OF THE SHARES	3
	SECTION 3.	THE CLOSING	3
	3.1	Closing	3
	3.2	Deliveries by the Company	4
	3.3	Deliveries by the Investor	5
	SECTION 4.	REPRESENTATIONS, WARRANTIES AND COVENANTS	5
	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	9
	SECTION 6.	Termination	10
	SECTION 7.	MISCELLANEOUS	10
	7.1	Waivers and Amendments	10
	7.2	Costs and Expenses	10
	7.3	Remedies Cumulative	10
	7.4	Remedies Not Waived	10
	7.5	Entire Agreement	11
	7.6	Specific Performance	11
	7.7	Governing Law	11
	7.8	Notices	11
	7.9	Counterparts	12
	7.10	Successors and Assigns	12
	7.11	Third Parties	12
	7.12	Schedules and Exhibits	12
	7.13	Headings	12


 




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SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of  March 7, 2014, is entered into by and
between RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and Digital Aria Co.,
Ltd. with offices at 22nd FL, Parkview Tower, 248 Jungjail-ro, Bundang-gu, Seongnam-si, Gyeonggi-do 463-863, Republic
of Korea (the “Investor”). (The Company and the Investor,
individually, a “Party”, collectively, the “Parties”)


 


RECITALS


 


Whereas,
the Company and Investor have entered into a strategic relationship including the licensing of developmental and commercialization
rights to certain of the Company’s clinical development product candidates in certain territories pursuant to that certain
RGN-137 License Agreement and that certain RGN-259 License Agreement (collectively, the “Licensing Agreement”)
entered into by and between the Company and the Investor as of even date herewith, which agreement contemplates the common stock
purchases, including the optional common stock purchase, pursuant to the terms of this Agreement;


 


Whereas,
the Company has authorized the sale and issuance of an aggregate of 25,083,333 shares of its Common Stock (the “Shares”)
for an aggregate purchase amount of no less than $3,175,000, pursuant to the terms of this Agreement;


 


Whereas,
the Investor desires to purchase the Shares in the amounts and over the timeframes designated in Section 2 hereof on the terms
and conditions set forth herein; and


 


Whereas,
the Company desires to issue and sell the Shares 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:


 


“Affiliate”
has the meaning set forth in Rule 501(b) of Regulation D.


 


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


 


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


 




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“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.


 


“Party”
and “Parties” have the meanings set forth in the first paragraph hereof.


 


“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.


 




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“Responsible
Officer” means, with respect to the Company, the President and Chief Executive Officer, the Chief Financial Officer
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
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.


 


		SECTION
                            2.	ISSUANCE AND SALE OF THE SHARES



 


At the respective Closings,
the Company shall issue and sell to the Investor and the Investor shall purchase from the Company the number of Shares set forth
in the table below (provided, however, that in the case of the Optional Closing, the Investor shall not be obligated to purchase
such Shares);


 


	Description	 	 	Timeframe	 	 	# Shares	 	 	Share Price	 	 	Purchase Price	 
	Initial Closing	 	 	On or before March 28, 2014	 	 	 	11,250,000	 	 	$	0.12	 	 	$	1,350,000	 
	2nd Closing	 	 	On or before August 31, 2014	 	 	 	8,333,333	 	 	$	0.12	 	 	$	1,000,000	 
	Optional Closing	 	 	On or before January 31, 2015	 	 	 	5,500,000	 	 	$	0.15	 	 	$	825,000	 



 


		SECTION
                            3.	THE CLOSING



 


		3.1	Closing



 


The closing of each
issuance and sale of the Shares 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,
with the Initial Closing to occur March 28, 2014 and the subsequent Closings within two business days following the receipt of
notice by the Company of Investor’s request to complete the Second Closing and, if applicable, the Optional Closing, or at
such other time or place as the Parties shall mutually agree (each of such actual date(s) being referred to herein as a “Closing
Date”). The Parties agree that each Closing may occur by facsimile signature and delivery and that the Parties need
not appear in person at any Closing.


 




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		3.2	Deliveries by the Company



 


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


 


(a)          One
or more stock certificates evidencing a number of Shares purchased by the Investor in such Closing, registered in the name of such
Investor and subject to the legends and other restrictions set forth herein (which may be delivered by pdf at closing with physical
delivery of the original certificates as promptly as practicable); provided that, upon written request of the Investor to the Company
(which request shall be made no later than three business days prior to the Closing Date), the Company shall deliver such stock
certificate(s) to a designated securities account of the Investor established in the U.S. within two business days following the
Closing Date; notwithstanding anything in this Section 3.2(a), if the parties mutually agree to book entry settlement, the Company
may, instead of delivering physical stock certificates evidencing the Shares, deliver the Shares via book entry on the records
of the Company’s transfer agent;


 


(b)          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 such Closing Date; and


 


(c)          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 resolutions duly and validly adopted by the Board of Directors
authorizing the allotment and issuance of the relevant Shares to the Investor


 


As promptly as practicable
following such Closing, the Company will deliver to the Purchaser the updated register of shareholders of the Company reflecting
the purchase of the relevant Shares.


 


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






(d)          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 Initial 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 relevant Shares to the Investor, execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby; and


 




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


 


In addition to the
above deliveries, the Company shall take all steps and actions as the Investor may reasonably request or as may otherwise be necessary
to effectuate the sale and purchase of the Shares as contemplated herein.


 


		3.3	Deliveries by the Investor



 


At or prior to each
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.


 


		SECTION
                            4.	REPRESENTATIONS, WARRANTIES AND COVENANTS



 


		4.1	Representations and Warranties of the Company



 


In order to induce the Investor to purchase
the Shares 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, (i) the authorized Capital Stock,
(ii) the number of issued and outstanding shares of Capital Stock, and (iii) the number of issued shares of Capital Stock held
as treasury shares 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. Except as set forth in Schedule 4.1(b) and except for this Agreement, there
are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character
relating to the issuance, sale, purchase or redemption of any shares of Capital Stock of the Company.


 




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(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 Shares 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)          Reservation
of Common Stock. The 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, 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.


 




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(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 Shares. 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 Shares to the Investor
is exempt from the registration requirements of the Securities Act.


 


		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 Shares 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 Shares 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(a)(2) thereof. The
Investor further understands that the certificates representing the Shares 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.”


 




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The Investor
shall be entitled to have the above legend removed from the certificates representing the Shares upon the Investor’s tender
of an opinion of legal counsel satisfactory to the Company stating that the proposed share transfer is exempt from public registration
under the Securities Act in which case the Company shall provide necessary cooperation to the Investor and/or the transfer agent.


 


(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 Shares; (ii) the Investor has independently evaluated the risks
and merits of purchasing the Shares and has independently determined that the Shares are a suitable investment for it; and (iii)
the Investor has sufficient financial resources to bear the loss of their entire investment in the Shares.


 


(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 Shares. 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 Shares 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. No provision contained in the foregoing Section 4.2(d) and this
Section 4.2(e), however, limits or modifies the representations and warranties of the Company provided in Section 4 of this Agreement
or in the License 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 Shares.


 




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		SECTION
                            5.	CONDITIONS TO CLOSING



 


		5.1	Conditions to Closing by the Investor



 


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


 


(a)          The
Investor and the Company shall have entered into the Licensing Agreement;


 


(b)          all
representations and warranties of the Company contained in this Agreement shall be true and correct as of the date of this Agreement;


 


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


 


(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 Initial 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
Shares 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 Shares pursuant to Section 2 hereof and certain of the transactions contemplated
by this Agreement are subject to the satisfaction on or prior to such 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 date of such Closing as though made as of such date;


 


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


 


(c)          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 such Closing Date.


 




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		SECTION
                            6.	TERMINATION



 


In the event either
Party is in breach of any material obligation hereunder, the non-breaching Party may give written notice to the breaching Party
specifying the claimed particulars of such breach, and in the event such material breach is not cured within sixty (60) days following
the date of such written notification, without prejudice to any other rights and remedies available at any time to the non-breaching
Party, the non-breaching Party shall have the right thereafter to terminate this Agreement by giving thirty (30) days prior written
notice to the breaching Party to such effect.


 


Either Party may terminate
this Agreement by written notice to the other Party effective immediately if both of the License Agreement are terminated under
Sections 13.2(a) (only if the termination is due to the other Party’s breach), 13.2(b), 13(c), or 13(d) thereunder.


 


Termination of this
Agreement by either Party shall not affect any claim, demand, liability or right of a Party arising pursuant to this Agreement
prior to such termination hereof.


 


		SECTION
                            7.	MISCELLANEOUS



 


		7.1	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.


 


		7.2	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.


 


		7.3	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.


 


		7.4	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.


 




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		7.5	Entire Agreement



 


This Agreement and
the other agreements and instruments expressly provided for herein, together set forth the entire understanding of the Parties
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.


 


		7.6	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.


 


		7.7	Governing Law



 


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


 


		7.8	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) five 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


Rockville, MD 20850


Attention: J.J. Finkelstein


Facsimile: 301-280-1991


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


 


Cooley LLP


One Freedom Square, Reston Town Center


11951 Freedom Drive


Reston, VA 20190


 




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Attention: Kenneth J. Krisko, Esq.


Facsimile: 703-456-8100


 


If to the Investor:


 


Digital Aria Co., Ltd.


22nd FL, Parkview Tower


248 Jungjail-ro, Bundang-gu


Seongnam-si, Gyeonggi-do 463-863


Republic of Korea


Attn: CEO


Phone: +82 31 786 7700


Fax.:    +82 31 786 7801


 


Either Party by written notice to the other
Party may change the address or the persons to whom notices or copies thereof shall be directed.


 


		7.9	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.


 


		7.10	Successors and Assigns



 


This Agreement shall
be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns, subject to the restrictions
on transfer contained herein.


 


		7.11	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 any rights
or remedies under or by reason of this Agreement.


 


		7.12	Schedules and Exhibits



 


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


 


		7.13	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.


 




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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	 


 


	DIGITAL ARIA CO., LTD.
	 
	By:	/s/ Ill Park	 
	Name:	Ill Park	 
	Title:	CEO	 


 




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Schedule 4.1(b)


 


Capitalization


 


[DA Note: Please
provide.]


 


	RegeneRx	3/5/2014





	Capitalization table	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Authorized	 	 	Outstanding	 	 	DA Sale	 	 	DA Option	 	 	Post Transaction	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Preferred Stock	 	 	1,000,000	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	-	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Common Stock*	 	 	200,000,000	 	 	 	81,733,247	 	 	 	19,583,333	 	 	 	5,500,000	 	 	 	106,816,580	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Common Shares Reserved	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Convertible Debt	 	 	 	 	 	 	13,683,333	 	 	 	 	 	 	 	 	 	 	 	13,683,333	 
	Accrued Interest on Convertible Debt @2/28	 	 		 	 	 	499,864	 	 	 	 	 	 	 	 	 	 	 	499,864	 
	Outstanding Warrants	 	 	 	 	 	 	11,468,901	 	 	 	 	 	 	 	 	 	 	 	11,468,901	 
	Stock Options Plans (issued & reserved)	 	 	 	 	 	 	9,068,635	 	 	 	 	 	 	 	 	 	 	 	9,068,635	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Common Shares Issued & Reserved	 	 	 	 	 	 	116,453,980	 	 	 	19,583,333	 	 	 	5,500,000	 	 	 	141,537,313	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Unencumbered Common Shares	 	 	 	 	 	 	83,546,020	 	 	 	 	 	 	 	 	 	 	 	58,462,687	 



 


* Each Share of Common Stock includes an associated Series A
Participating Cumulative Preferred Stock Purchase Rights pursuant to the Company's anti-takeover plan that expires in April 2014.


 




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