ex10_2.htm


    
      

    

    Exhibit
      10.2

     

    
      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, KT&G Corporation or its registered
        assigns (the “Holder”), is entitled to purchase from the Company up to a
        total of 428,572 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
        19,
        2007, by and between the Company and KT&G Corporation (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: