EX-10.7



 Exhibit 10.7 

 
 



 
 January 26, 2011 
 Dr. Chris M. Ireland, Dean 
 University of Utah College of Pharmacy 

30 South 2000 East, Room 201 
 Salt Lake City,
Utah 84112-5820 
 Dear Dr. Ireland: 
 In follow-up to your letter dated January 12, 2011, I am pleased to inform you that the Lipocine Board of Directors has extended the expiration date of the Lipocine Stock Purchase Warrant which was
issued to the University of Utah on December 29, 2003, with an expiration date of December 31, 2010. The Warrant is for 70,000 shares of Lipocine Series B Common Stock and has been extended for a period of five years. 

A copy of the Warrant Agreement is attached. Section 2, “Term,” is hereby amended to the following: “The
purchase right represented by this Warrant is exercisable only during the period commencing upon the date hereof and ending on December 31, 2015.” Section 15, “Expiration” is hereby amended to the following: “The right
to exercise this Warrant shall expire at 5:00 P.M. Mountain Time, on December 31st, 2015.” 
 We are pleased to extend this warrant for the future benefit of the College of
Pharmacy and the Department of Pharmaceutics and Pharmaceutical Chemistry. We look forward to the University receiving the financial benefit of the Warrant as Lipocine becomes profitable. 
 Sincerely, 
 /s/ Mahesh V. Patel 
 Mahesh V. Patel 
 President & CEO 

cc: Ryan Boyack, Director of Development 







 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
THEY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. 
 LIPOCINE INC.

 SERIES B COMMON STOCK PURCHASE WARRANT 
 THIS CERTIFIES THAT, for value received, the University of Utah for College of Pharmacy Dean’s Office, and Department of Pharmaceutics and Pharmaceutical Chemistry (the “University”) is
entitled to purchase Seventy Thousand (70,000) shares of Series B Common Stock (“Warrant Shares”) of Lipocine Inc., a Delaware corporation (the “Company”), at the Warrant Price (as defined in subsection 1(i) below), subject
to adjustments and all other terms and conditions set forth in this Warrant. 
 1. Definitions. As used herein, the
following terms, unless the context otherwise requires, shall have the following meanings: 
 (a) “Act” shall mean the
Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 

(b) “Commission” shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the
Act. 
 (c) “Company” shall mean Lipocine Inc., a Delaware Corporation, and any corporation which shall succeed to or
assume the obligations of Lipocine Inc., under this Warrant. 
 (d) “Date of Grant” shall mean December 29th,
2003. 
 (e) “Exercise Date” shall mean the effective date of the delivery of the Notice of Exercise pursuant to
Sections 3 and 10 below. 







 (f) “Holder” shall mean the University or any other person or entity who shall at
the time be the registered holder of this Warrant. 
 (g) “Series B Common Stock” shall mean shares of the
Company’s presently or subsequently authorized Series B Common Stock, and any stock into which such Series B Common Stock may hereafter be exchanged. 
 (h) “Shares” shall mean shares of the Company’s Series B Common Stock, as described in the Company’s charter documents. 

(i) “Warrant Price” shall mean $3.57 per share, as equitably adjusted up or down pursuant to Section 5 below. 

2. Term. The purchase right represented by this Warrant is exercisable only during the period commencing upon
the date hereof and ending on December 31st, 2010.

 3. Exercise of Warrant. 
 (a) Exercise. This Warrant may be exercised, in whole or in part, by the Holder hereof by surrender of this Warrant, with the form of subscription at the end hereof duly executed by the Holder, to
the Company at its principal office, accompanied by payment in cash or by certified or official bank check payable to the order of the Company. 
 (b) Right to Convert Warrant. Notwithstanding the payment provisions of subsection 3(a) hereof: 
 (i) The Holder shall have the right (the “Conversion Right”) to require the Company to convert this Warrant, in whole or in part, at any time into shares of Series B Common Stock as provided for
in this subsection (b). At the sole option of the Holder, upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the holder of any Warrant Price) that number of shares of Series B Common Stock equal to the
quotient obtained by dividing (x) the value of the Warrant at the time the Conversion Right is exercised (determined by subtracting the product of the Warrant Price and the number of Warrant Shares then issuable upon exercise of this Warrant in
effect immediately prior to the exercise of the Conversion Right from the product of the Fair Market Value (as defined below) and the number of Warrant Shares immediately prior to the exercise of the Conversion Right) by (y) the Fair Market
Value of one share of Series B Common Stock immediately prior to the exercise of the Conversion Right. 
 (ii) The Conversion
Right may be exercised by the Holder, at any time, or from time to time, on any business day by delivering a written notice (the “Conversion Notice”) to the Company exercising the Conversion Right and specifying (i) the total number
of Warrant Shares the Holder will purchase pursuant to such conversion and (ii) a place and date not less than one nor more than 20 business days from the date of the Conversion Notice for the closing of such purchase. 







 (iii) Fair Market Value of a share of Series B Common Stock as of a particular date (the
“Determination Date”) shall mean: 
 (1) If the Company’s Series B Common Stock is traded on an exchange or is
quoted on the Nasdaq National Market, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date. 
 (2) If the Company’s Series B Common Stock is not traded on an exchange or on the Nasdaq National Market, then as determined in good faith by the Company’s Board of Directors upon review of
relevant factors. 
 (c) Delivery of Certificate. In the event of any exercise of the purchase right represented by this
Warrant, certificates for the Warrant Shares so purchased shall be delivered to the Holder within thirty (30) days of delivery of the notice of exercise (the “Notice of Exercise”) in the form of Exhibit A attached hereto and,
unless this Warrant has been fully exercised or has expired, a new warrant representing the portion of the Warrant Shares with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such thirty
(30) day period. 
 (d) No Fractional Shares. No fractional shares shall be issued in connection with any exercise
hereunder, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Fair Market Value of a share of Series B Common Stock as of the Exercise Date. 

(e) Company’s Representations. 
 (i) All Warrant Shares which may be issued upon the exercise of the purchase right represented by this Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and
free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. During the period within which the purchase right represented by this Warrant may be exercised, the
Company shall at all times have authorized, and reserved for the purpose of issuance upon exercise of the purchase right represented by this Warrant, a sufficient number of Warrant Shares to provide for the exercise of the purchase right represented
by this Warrant; 
 (ii) This Warrant has been duly authorized and executed by the Company and is a valid and binding
obligation of the Company enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights; 

(iii) The execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant in
accordance with the terms hereof will not be inconsistent with the Company’s Certificate of Incorporation or Bylaws, as amended, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the
Company, and do not and will not conflict with or contravene any provision of, or constitute a material default under, any material indenture, mortgage, contract or other 







 
instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration or filing with or the taking of any action in
respect of or by, any federal, state or local government authority or agency (other than such consents, approvals, notices, actions, filings, etc., as have already been obtained or made, as the case may be). 

4. Sale or Exchange of Company or Assets. If, prior to the issuance of Shares under this Warrant the Company sells or exchanges
all or substantially all of its assets, or the Shares of the Company are sold exchanged, then Holder at its option may receive, in lieu of the stock otherwise issuable hereunder, such money or property it would have been entitled to receive if this
Warrant had been exercised prior to such sale or exchange. 
 5. Adjustment of Warrant Price and Number of Warrant
Shares. The number of securities issuable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: 

(a) Adjustment for Dividends in Stock. In case at any time or from time to time the holders of the Series B Common Stock of the
Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to
receive, without payment therefor, other or additional stock of the Company by way of dividend then, and in each case, the Holder of this Warrant shall, upon the exercise hereof, be entitled to receive, in addition to the number of Warrant Shares
receivable thereupon, and without payment of any additional consideration therefor, the amount of such other or additional stock of the Company which such Holder would hold on the date of such exercise had it been the holder of record of Warrant
Shares on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock receivable by it as aforesaid during such period, giving effect
to all adjustments called for during such period by subparagraphs (b) and (c) of this Paragraph 5. 
 (b)
Adjustment for Reclassification or Reorganization. In case of any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company, then and in each such case the Holder of this Warrant, upon the
exercise hereof at any time after the consummation of such reclassification, change, or reorganization, shall be entitled to receive, in lieu of or in addition to the stock or other securities and property receivable upon the exercise hereof prior
to such consummation, the stock or other securities to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in
subparagraphs (a) and (c); in each such case, the terms of this Paragraph 5 shall be applicable to the shares of stock or other securities and property receivable upon the exercise of this Warrant after such consummation. 

(c) Stock Splits and Reverse Stock Splits. If the Company shall subdivide its outstanding shares of Series B Common Stock into a
greater number of shares, the Warrant Price in effect immediately prior to such subdivision shall thereby be proportionately reduced and the number of Warrant Shares receivable upon exercise of this Warrant shall thereby be








 
proportionately increased; and, conversely, if the outstanding number of shares of Series B Common Stock shall be combined into a smaller number of shares, the Warrant Price in effect immediately
prior to such combination shall thereby be proportionately increased and the number of Warrant Shares receivable upon exercise of the Warrant shall be proportionately decreased. 

6. Notices of Record Date, Etc. In the event of (a) any taking by the Company of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution (the “Distribution”) or (b) any capital reorganization or reclassification of the stated capital of the
Company or any consolidation or merger of the Company with any other corporation or corporations (other than a wholly-owned subsidiary), or the sale or distribution of all or substantially all of the Company’s property and assets (the
“Reorganization Event”), the Company will mail or cause to be mailed to the Holder a notice specifying (i) the date of any such Distribution stating the amount and character of such Distribution, (ii) the date on which any such
Reorganization Event is expected to become effective, and (iii) the time, if any, that is to be fixed as to when the holders of record of the Company’s securities shall be entitled to exchange their shares of the Company’s securities
for securities or other property deliverable upon such Reorganization Event. Such notice shall be mailed at least thirty (30) days prior to the date therein specified. 
 7. Compliance with Act; Transferability and Negotiability of Warrant; Disposition of Shares. 
 (a) Compliance with Act. The Holder, by acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued upon the exercise hereof are being acquired solely for its own account and
not as a nominee for any other party and not with a view toward the resale or distribution thereof and that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon the exercise hereof except under
circumstances which will not result in a violation of the Act. Upon the exercise of this Warrant, the Holder shall confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so issued are being acquired solely for its own
account and not as a nominee for any other party and not with a view toward resale or distribution thereof in violation of the Act. This Warrant and the Warrant Shares to be issued upon the exercise hereof (unless registered under the Act and
unless, in the case of the Warrant Shares, such Shares may thereupon be sold pursuant to Commission Rule 144(k)) shall be imprinted with a legend in substantially the following form: 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. 







 In addition, this Warrant and the Warrant Shares to be issued upon the exercise hereof
shall bear any legends required by the securities laws of any applicable states. 
 (b) Transferability and Negotiability of
Warrant. This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Company, if requested by the Company and the transfer is to a person other than a general partner of the initial Holder). Subject to the provisions of this Warrant with respect to compliance
with the Act, title to this Warrant may be transferred by endorsement and delivery. The Company shall act promptly to record transfers of this Warrant on its books, but the Company may treat the registered holder of this Warrant as the absolute
owner of this Warrant for all purposes, notwithstanding any notice to the contrary. 
 (c) Disposition of Warrant Shares.
With respect to any offer, sale, transfer or other disposition of any Warrant Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant Shares, the Holder and each subsequent holder of this Warrant agrees to give
written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of legal counsel for such holder, reasonably satisfactory to the Company and its legal counsel, if requested by the Company, to the
effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act or any other federal or state securities laws) of such Warrant Shares and indicating whether or not under the Act, certificates
for such Warrant Shares to be sold or otherwise disposed of require any restrictive legend as to the applicable restrictions on transferability in order to ensure compliance with the Act. Promptly upon receiving such written notice and reasonably
satisfactory opinion, if so requested, the Company, as promptly as practicable, shall notify such holder that such holder may sell or otherwise dispose of such Warrant Shares, all in accordance with the terms of the notice delivered to the Company.
If a determination has been made pursuant to this subsection (c) that the opinion of legal counsel for the holder is not reasonably satisfactory to the Company and its legal counsel, the Company shall so notify the holder promptly after such
determination has been made. Notwithstanding the foregoing, such Warrant Shares may be offered, sold or otherwise disposed of in accordance with Rule 144, provided that the Company shall have been furnished with such information as the Company may
reasonably request to provide a reasonable assurance that the provisions of Rule 144 have been satisfied. Each certificate representing the Warrant Shares thus transferred (except a transfer pursuant to Rule 144(k) or an effective registration
statement) shall bear a restrictive legend as to the applicable restrictions on transferability in order to ensure compliance with the Act, unless in the aforesaid opinion of legal counsel for the holder, such legend is not required in order to
ensure compliance with the Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. 







 8. Rights of Shareholders. No Holder shall be entitled to vote or receive dividends
or be deemed the holder of Warrant Shares or any other securities of the Company which may at any time be issuable on the exercise of this Warrant for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such,
any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, consolidation, merger, transfer of assets or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been
exercised and the Warrant Shares issuable upon exercise hereof shall have become deliverable, as provided herein. 
 9.
Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

 10. Exchange of Warrant. Subject to the other provisions of this Warrant, on surrender of this Warrant for exchange,
properly endorsed and subject to the provisions of this Warrant with respect to compliance with the Act, the Company at its expense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as
the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of Shares issuable upon exercise thereof. 
 11. Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or three days after being mailed by
first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. 

12. Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 
 13. Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware. 
 14. Titles
and Subtitles; Forms of Pronouns. The titles of the Sections and Subsections of this Warrant are for convenience only and are not to be considered in construing this Warrant. All pronouns used in this Warrant shall be deemed to include
masculine, feminine and neuter forms. 
 15. Expiration. The right to exercise this Warrant shall
expire at 5:00 P.M. California time, on December 31st
2010. 
 [Rest of page intentionally left blank] 







 Dated: December 23rd, 2003             

 

			
	Lipocine Inc.
		
	By:	 	/s/ Mahesh V. Patel
		 	 350 W 800 N, Suite 314
 Salt
Lake City, UT 84103



 Title: President & CEO