ex10_5.htm


    
      

    

    Exhibit
      10.5

     

    NEITHER
      THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
      OR ANY STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
      UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT
      AND UNDER APPLICABLE STATE SECURITIES LAWS 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.  THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
      MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
      SECURED BY SUCH SECURITIES.  THE COMPANY MAY REQUIRE AN OPINION OF
      COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED
      OFFER, SALE, TRANSFER OR OTHER DISPOSITION IS IN COMPLIANCE WITH THIS WARRANT
      AND ANY APPLICABLE STATE SECURITIES LAWS.

    


    ANY
      TRANSFEREE OF THIS WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THE WARRANT,
      INCLUDING SECTION 4(b) HEREOF.  THE NUMBER OF COMMON SHARES UNDERLYING
      THIS WARRANT MAY BE LESS THAN THE NUMBER OF COMMON SHARES STATED ON THE FACE
      HEREOF PURSUANT TO SECTION 4 HEREOF.

    


    REXAHN
      PHARMACEUTICALS, INC.

    


    WARRANT

    


    
      	
              Warrant
                No. [  ]

            	
              Dated:  [_________,
                200__]

            


    

    


    REXAHN
      PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), hereby
      certifies that, for value received, Rexgene Biotech Co., Ltd. or its registered
      assigns (the “Holder”), is entitled to purchase from the Company up to a
      total of 142,857 shares of the common stock, $0.0001 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 $1.80 per share (as adjusted from time to time as provided in
      Section 9, the “Exercise Price”), at any time and from time to
      time from and after the date hereof and through and including the date that
      is
      three years from the date of issuance hereof (the “Expiration Date”, as
      adjusted pursuant to Section 4(a)), and subject to the following terms
      and conditions.  This warrant (this “Warrant”) is issued
      pursuant to that certain Securities Purchase Agreement, dated as of November
      20,
      2007, by and between the Company and Rexgene Biotech Co., Ltd. (the “Purchase
      Agreement”).

    


    1.         
         Definitions.  In addition to the terms
      defined elsewhere in this Warrant, capitalized terms that are not otherwise
      defined herein have the meanings given to such terms in the Purchase
      Agreement.  As used herein, the term “Closing Price” means, as
      of any date, the closing price of the Common Stock as reported on the primary
      Eligible Market for such date.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    2.         
         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 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.

    


    3.      
            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 on Annex B duly completed and
      signed, to the Transfer Agent or to the Company at its address specified
      herein.  Upon any such registration or 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.

    


    4.         
         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 date hereof to and including the Expiration
      Date.  At 18:30 (New York City time) on the Expiration Date, the
      portion of this Warrant not exercised prior thereto shall be and become void
      and
      of no value; provided that, if the average of the Closing Prices for
      the five Trading Days immediately prior to (but not including) the Expiration
      Date exceeds the Exercise Price on the Expiration Date, then this Warrant shall
      be deemed to have been exercised in full (to the extent not previously
      exercised) on a “cashless exercise” basis at 18:30 (New York City time) on the
      Expiration Date if a “cashless exercise” may occur at such time pursuant to
Section 10 below.  Notwithstanding anything to the contrary
      herein, the Expiration Date shall be extended for each day following the
      Effective Date of the initial Registration Statement that such Registration
      Statement is not effective.

    


    b)           A
      Holder may exercise this Warrant by delivering to the Company (i) an exercise
      notice, in the form attached hereto on Annex A (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 (which may take the form of a “cashless exercise” if so
      indicated in the Exercise Notice and if a “cashless exercise” may occur at such
      time pursuant to Section 10 below), 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.  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.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    5.         
         Delivery of Warrant Shares.

    


    a)           Upon
      exercise of this Warrant, the Company shall promptly (but in no event later
      than
      three Trading Days after the Exercise Date) issue or cause to be issued and
      cause to be delivered to or upon the written order of the Holder and in such
      name or names as the Holder may designate, a certificate for the Warrant Shares
      issuable upon such exercise, free of restrictive legends unless a registration
      statement covering the resale of the Warrant Shares and naming the Holder as
      a
      selling stockholder thereunder is not then effective and the Warrant Shares
      are
      not freely transferable without volume restrictions pursuant to Rule 144 under
      the 1933 Act.  The Holder, or any Person so designated by the Holder
      to receive Warrant Shares, shall be deemed to have become holder of record
      of
      such Warrant Shares as of the Exercise Date.  The Company shall, upon
      request of the Holder and provided a registration statement under the Securities
      Act providing for the resale of the Warrant Shares is then in effect, use its
      reasonable best efforts to deliver Warrant Shares hereunder electronically
      through the Depository Trust Corporation or another established clearing
      corporation performing similar functions.

    


    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.

    


    c)           The
      Company’s obligations to issue and deliver Warrant Shares in accordance with the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, any setoff, counterclaim, recoupment, limitation or
      termination, or any breach or alleged breach by the Holder or any other Person
      of any obligation to the Company or any violation or alleged violation of law
      by
      the Holder or any other Person, and irrespective of any other circumstance
      which
      might otherwise limit such obligation of the Company to the Holder in connection
      with the issuance of Warrant Shares.  Nothing herein shall limit a
      Holder’s right to pursue any other remedies available to it hereunder, at law or
      in equity including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Company’s failure to timely deliver
      certificates representing shares of Common Stock upon exercise of the
      Warrant  as required pursuant to the terms hereof.

    


    6.          
        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 a Warrant
      in a name other than that of the Holder or an Affiliate thereof.  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.

    


    7.      
            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 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.

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    8.         
         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 (taking into account the adjustments and restrictions of Section
      9). 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.

    


    9.       
           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 9.

    


    a)           Stock
      Dividends and Splits.  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 to equal the product of (x) the existing Exercise Price multiplied
      by (y) 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.  Any adjustment made pursuant to clause (i) of this paragraph
      shall become effective immediately after the record date for the determination
      of stockholders entitled to receive such dividend or distribution, and any
      adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
      effective immediately after the effective date of such subdivision or
      combination.

    


    b)           Pro
      Rata Distributions.  If the Company, at any time while this
      Warrant is outstanding, distributes to all of its holders of Common Stock (i)
      evidences of its indebtedness, (ii) any security (other than a distribution
      of
      Common Stock covered by the preceding paragraph), (iii) rights or warrants
      to
      subscribe for or purchase any security, or (iv) any other asset (in each case,
      “Distributed Property”), then in each such case the Exercise Price in
      effect immediately prior to the record date fixed for determination of
      stockholders entitled to receive such distribution shall be adjusted (effective
      on such record date) to equal the product of (x) the existing Exercise Price
      multiplied by (y) a fraction of which the denominator shall be the average
      of
      the Closing Prices for the 30 Trading Days immediately prior to (but not
      including) such record date and of which the numerator shall be such average
      less the then fair market value of the Distributed Property distributed in
      respect of one outstanding share of Common Stock, as reasonably determined
      by
      Company.

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    c)           Fundamental
      Transactions.  If at any time while this Warrant is outstanding,
      (i) the Company effects any merger or consolidation of the Company with or
      into
      another Person, (ii) the Company effects any sale of all or substantially all
      of
      its assets in one or a series of related transactions, (iii) any tender offer
      or
      exchange offer (whether by the Company or another Person) is completed pursuant
      to which holders of Common Stock are permitted to tender or exchange their
      shares for other securities, cash or property or (iv) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange, pursuant
      to which the Common Stock is effectively converted into or exchanged for other
      securities, cash or property (other than as a result of a subdivision or
      combination of shares of Common Stock covered by Section 9(a) above) (in
      any such case, a “Fundamental Transaction”), then the Holder shall have
      the right thereafter to receive, upon exercise of this Warrant, the same amount
      and kind of securities, cash or property as it would have been entitled to
      receive upon the occurrence of such Fundamental Transaction if it had been,
      immediately prior to such Fundamental Transaction, the holder of the number
      of
      Warrant Shares then issuable upon exercise in full of this Warrant (the
“Alternate Consideration”).  The aggregate Exercise Price for
      this Warrant will not be affected by any such Fundamental Transaction, but
      the
      Company shall apportion such aggregate Exercise Price among the Alternate
      Consideration in a reasonable manner reflecting the relative value of any
      different components of the Alternate Consideration.  If holders of
      Common Stock are given any choice as to the securities, cash or property to
      be
      received in a Fundamental Transaction, then the Holder shall be given the same
      choice as to the Alternate Consideration it receives upon any exercise of this
      Warrant following such Fundamental Transaction.  In the event of a
      Fundamental Transaction, the Company or the successor or purchasing Person,
      as
      the case may be, shall execute with the Holder a written agreement providing
      that:

    


    (x)            this
      Warrant shall thereafter entitle the Holder to purchase the Alternate
      Consideration in accordance with this Section 9(c),

    


    (y)           in
      the case of any such successor or purchasing Person, upon such consolidation,
      merger, statutory exchange, combination, sale or conveyance such successor
      or
      purchasing Person shall be jointly and severally liable with the Company for
      the
      performance of all of the Company’s obligations under this Warrant and the
      Purchase Agreement, and

    


    (z)           if
      registration or qualification is required under the 1933 Act, the 1934 Act
      or
      applicable state law for the public resale by the Holder of shares of stock
      and
      other securities so issuable upon exercise of this Warrant, such registration
      or
      qualification shall be completed prior to such reclassification, change,
      consolidation, merger, statutory exchange, combination or sale.

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    If,
      in
      the case of any Fundamental Transaction, the Alternate Consideration includes
      shares of stock, other securities, other property or assets of a Person other
      than the Company or any such successor or purchasing Person, as the case may
      be,
      in such Fundamental Transaction, then such written agreement shall also be
      executed by such other Person and shall contain such additional provisions
      to
      protect the interests of the Holder as the Board of Directors of the Company
      shall reasonably consider necessary by reason of the foregoing.  At
      the Holder’s request, any successor to the Company or surviving entity in such
      Fundamental Transaction shall issue to the Holder a new warrant consistent
      with
      the foregoing provisions and evidencing the Holder’s right to purchase the
      Alternate Consideration for the aggregate Exercise Price upon exercise
      thereof.  The terms of any agreement pursuant to which a Fundamental
      Transaction is effected shall include terms requiring any such successor or
      surviving entity to comply with the provisions of this paragraph (c) and
      insuring that the Warrant (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.  If any Fundamental Transaction constitutes or results in
      a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act with
      respect to the Company in which the consideration issued consists principally
      of
      cash or stock in a non-public company, then at the request of the Holder
      delivered before the 90th day after such Fundamental Transaction, the Company
      (or any such successor or surviving entity) will purchase the Warrant from
      the
      Holder for a purchase price, payable in cash within five Trading Days after
      such
      request (or, if later, on the effective date of the Fundamental Transaction),
      equal to the Black-Scholes value of the remaining unexercised portion of this
      Warrant on the date of such request.

    


    d)           Subsequent
      Equity Sales.

    


     i)          If,
      at any time while this Warrant is outstanding, the Company issues Additional
      Shares of Stock (as defined below) at an effective net price to the Company
      (the
“Diluted Price”) that is less than the Exercise Price as adjusted
      hereunder to such date, then and in each such case the then-effective Exercise
      Price shall be reduced, as of the close of business on the date of such issue
      or
      sale, to equal the Diluted Price.

    


     ii)          No
      adjustment shall be made under this Section 9(d) upon the issuance by the
      Company of warrants or options to purchase Common Stock or preferred stock,
      and
      any adjustment  in connection with such options or warrants shall be
      made at the time such options or warrants are exercised and the Company issues
      Common Stock or preferred stock, as applicable, to the holder
      thereof.

    


    iii)           For
      purposes of this Section 9(d), “Additional Shares of Stock” shall
      mean all shares of Common Stock and/or preferred stock issued by the Company,
      other than: (1) shares of Common Stock issued upon conversion of any shares
      of
      preferred stock of the Company; (2) shares of Common Stock and/or preferred
      stock and/or warrants and/or options (and the Common Stock or preferred stock
      issued upon the exercise of such warrants and/or options), issued before or
      after the Closing Date to directors, officers, employees, consultants and other
      advisors of the Company and which are approved by at least a majority of the
      Board of Directors of the Company; and  (3) shares of Common Stock or
      preferred stock or other rights issued in connection with any stock dividends,
      combinations, splits, recapitalizations and the like.

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    e)           Number
      of Warrant Shares.  Simultaneously with any adjustment to the
      Exercise Price pursuant to paragraphs (a), (b) or (d) of this Section 9,
      the number of Warrant Shares that may be purchased upon exercise of this Warrant
      shall be increased or decreased proportionately, so that after such adjustment
      the aggregate Exercise Price payable hereunder for the increased or decreased
      number of Warrant Shares shall be the same as the aggregate Exercise Price
      in
      effect immediately prior to such adjustment.

    


    f)           Calculations.  All
      calculations under this Section 9 shall be made to the nearest cent or
      the nearest 1/100th of a share, as applicable.  The number of shares
      of Common Stock outstanding at any given time shall not include shares owned
      or
      held by or for the account of the Company, and the disposition of any such
      shares shall be considered an issue or sale of Common Stock.

    


    g)           Notice
      of Adjustments.  Upon the occurrence of each adjustment pursuant
      to this Section 9, the Company at its expense will promptly, but in any
      event no later than ten Trading Days after such occurrence compute such
      adjustment in accordance with the terms of this Warrant and prepare a
      certificate setting forth such adjustment, including a statement of the adjusted
      Exercise Price and adjusted number or type of Warrant Shares or other securities
      issuable upon exercise of this Warrant (as applicable), describing the
      transactions giving rise to such adjustments and showing in detail the facts
      upon which such adjustment is based.  Upon written request, the
      Company will promptly deliver a copy of each such certificate to the Holder
      and
      to the Company’s Transfer Agent.

    


    h)           Notice
      of Corporate Events.  If the Company (i) declares a dividend or
      any other distribution of cash, securities or other property in respect of
      its
      Common Stock, including without limitation any granting of rights or warrants
      to
      subscribe for or purchase any capital stock of the Company or any Subsidiary,
      (ii) authorizes or approves, enters into any agreement contemplating or solicits
      stockholder approval for any Fundamental Transaction or (iii) authorizes the
      voluntary dissolution, liquidation or winding up of the affairs of the Company,
      then the Company shall deliver to the Holder a notice describing the material
      terms and conditions of such transaction, at least 20 calendar days prior to
      the
      applicable record or effective date on which a Person would need to hold Common
      Stock in order to participate in or vote with respect to such transaction,
      and
      the Company will take all steps reasonably necessary in order to insure that
      the
      Holder is given the practical opportunity to exercise this Warrant prior to
      such
      time so as to participate in or vote with respect to such transaction;
provided, however, that the failure to deliver such notice or any
      defect therein shall not affect the validity of the corporate action required
      to
      be described in such notice.

    


    10.           Payment
      of Exercise Price.  The Holder shall pay the Exercise Price in
      immediately available funds; provided, however, that if the
      Registration Statement did not become effective on or before the Required
      Effectiveness Date (as defined in the Registration Rights Agreement) and is
      not
      continuously effective through the Expiration Date, the Holder may satisfy
      its
      obligation to pay the Exercise Price through a “cashless exercise,” in which
      event the Company shall issue to the Holder the number of Warrant Shares
      determined as follows:

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              X
                =
                Y [(A-B)/A]

            	 
	 	 	 
	
              where:

            	 	 
	 	 	 
	 	
              X
                =
                the number of Warrant Shares to be issued to the Holder.

            	 
	 	 	 
	 	
              Y
                =
                the number of Warrant Shares with respect to which this Warrant is
                being
                exercised.

            	 
	 	 	 
	 	
              A
                =
                the arithmetic average of the Closing Prices for the 30 Trading Days
                immediately prior to (but not including) the Exercise
                Date.

            	 
	 	 	 
	 	
              B
                =
                the Exercise Price.

            	 


    

    


    


    For
      purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood
      and acknowledged that the Warrant Shares issued in a cashless exercise
      transaction shall be deemed to have been acquired by the Holder, and the holding
      period for the Warrant Shares shall be deemed to have commenced, on the date
      this Warrant was originally issued pursuant to the Purchase
      Agreement.

    


    11.           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 11, be issuable upon exercise of this Warrant, the number of
      Warrant Shares to be issued will be rounded up to the nearest whole
      share.

    


    12.           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 (i) the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile number
      specified in this Section 12 prior to 18:30 (New York City time) on a
      Trading Day, (ii) the next Trading Day after the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile number
      specified in this Section 12 on a day that is not a Trading Day or later
      than 18:30 (New York City time) and earlier than 24:00 (New York City time)
      on
      any Trading Day, (iii) the Trading Day following the date of mailing, if sent
      by
      nationally recognized overnight courier service, or (iv) 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.

    


    13.           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 stockholders 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.

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    14.           Miscellaneous.

    


    a)           Subject
      to the restrictions on transfer set forth on the first page hereof and provided
      that any transferee is an “accredited investor” as that term is defined in Rule
      501(a)(3) of Regulation D under the Securities Act of 1933, as amended, and
      (i)
      agrees to all the terms herein and the terms in the Purchase Agreement, with
      respect to the Warrant and the Warrant Shares, that apply to the Purchasers,
      (ii) provides investment purposes representations with respect to this Warrant
      and the Warrant Shares comparable to Section 4 of the Purchase Agreement and
      (iii) at least 100,000 Warrant Shares (appropriately adjusted for any stock
      dividend, split or combination of Common Stock) may be acquired under the
      assigned Warrant, this Warrant may be assigned by the Holder.  This
      Warrant may not be assigned by the Company except to a successor in the event
      of
      a Fundamental Transaction.  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 unreasonably interferes with the timely
      exercise of this Warrant.

    


    c)           GOVERNING
      LAW; VENUE; WAIVER OF JURY TRIAL.  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
      REPUBLIC OF KOREA  WITHOUT REGARD TO CONFLICTS OF LAW
      PRINCIPLES.  EACH PARTY HEREBY IRREVOCABLY SUBMITS TO
      THE EXCLUSIVE JURISDICTION OF THE SEOUL CENTRAL DISTRICT COURT OF THE
      REPUBLIC OF KOREA, 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 ANY OF THE TRANSACTION
      DOCUMENTS), 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, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS
      IMPROPER.  EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF
      PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
      PROCEEDING BY MAILING A COPY THEREOF 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 WARRANT 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 AND THE HOLDER HEREBY
      WAIVE ALL RIGHTS TO A TRIAL BY JURY.

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    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.

    


    [Signature
      Page Follows]

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


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

    


    


    
      	 	
              REXAHN
                PHARMACEUTICALS, INC.  

            
	
               

            	
                 

            
	
               

            	
                 

            
	
               

            	
                 

            
	
               

            	
              By:

            	
               

            	
               

            
	
               

            	
              Name:

            	
               

            	
               

            
	
               

            	
              Title:

            	
               

            	
               

            


    

    


    


    [Signature
      Page to Warrant]

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    Annex
      A

    


    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:  REXAHN
      PHARMACEUTICALS, INC.

    


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

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

            	
              The
                Holder intends that payment of the Exercise Price shall be made as
                (check
                one):

            


    

    


    _______   “Cash
      Exercise” under Section 10

    


    _______   “Cashless
      Exercise” under Section 10 (if permitted)

    


    
      	
            	
              (d)

            	
              If
                the holder has elected a Cash Exercise, the holder shall pay the
                sum of
                $____________ to the Company in accordance with the terms of the
                Warrant.

            


    

    


    
      	
            	
              (e)

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

            


    

    


    
      	
            	
              (f)

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

            


    

     

     

    
      	
              Dated:

            	
               

            	
               

            	
              Name
                of Holder:  

            
	
               

            	
               

            	
               

            	
                 

            
	
               

            	
               

            	
               

            	
              (Print)

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
                 

            
	
               

            	
               

            	
               

            	
                 

            
	
               

            	
               

            	
               

            	
                 

            
	
               

            	
               

            	
               

            	
              By:

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
              Name:

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
              Title:

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
                 

            
	
               

            	
               

            	
               

            	
                 

            
	
               

            	
               

            	
               

            	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)  

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      B

     

    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 Rexahn
      Pharmaceuticals, Inc. to which the within Warrant relates and appoints
      ________________ attorney to transfer said right on the books of Rexahn
      Pharmaceuticals, Inc. with full power of substitution in the
      premises.

     

    
      	
              Dated:

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
              Address
                of Transferee

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            


    

    
      	
              In
                the presence of: