REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made this
___ day of _________, 1999, by PALATIN TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), for the benefit of each Purchaser (individually a
"Purchaser" and collectively the "Purchasers") entering into that certain
Purchase Agreement (the "Purchase Agreement") with the Company.
BACKGROUND
Pursuant to the Purchase Agreement, the Company has offered (the
"Offering") for sale up to a maximum of $4,000,000 of (a) shares (the "Shares")
of the Company's Common Stock, $.01 par value per share (the "Common Stock") and
(b) warrants (the "Warrants"), with each Share including a Warrant to purchase
one and one-tenth shares of Common Stock of the Company. The Shares and Warrants
are sometimes collectively called the "Securities." In order to induce the
Purchasers to purchase the Securities, the Company has agreed to provide the
registration rights set forth in this Agreement.
1. Securities Laws Representations and Covenants of Purchaser.
This Agreement is made for the benefit of the Purchasers in reliance
upon each Purchaser's representations to the Company, as the same are set forth
in Section 4 of the Purchase Agreement.
2. Registration Rights.
2.1 Certain Definitions. As used in this Agreement, the
following terms shall have the following respective
meanings:
(a) "Commission" shall mean the Securities and
Exchange Commission or any other federal agency
at the time administering the Securities Act.
(b) "Form S-1, Form SB-1, Form S-2, Form SB-2 and
Form S-3" shall mean Form S-1, Form SB-1, Form
S-2, Form SB-2 or Form S-3, respectively,
promulgated by the Commission or any
substantially similar form then in effect.
(c) "Purchasers" shall mean, collectively, the
Purchasers, their permitted assignees and
transferees and, individually, a Purchaser and
any permitted assignee or transferee of such
Purchaser.
(d) The terms "Register", "Registered" and
"Registration" refer to a registration effected
by preparing and filing a Registration Statement
or Statements or similar documents in compliance
with the Securities Act, and the declaration or
ordering by the Commission of the effectiveness
of such Registration Statement.
(e) "Registrable Securities" shall mean the Shares
and Warrant Shares so long as such shares are
ineligible for sale under subparagraph (k) of
Rule 144.
(f) "Registration Expenses" shall mean all expenses
incurred by the Company in complying with Section
2, including, without limitation, all federal and
state registration, qualification and filing
fees, printing expenses, fees and disbursements
of counsel for the Company, accountant fees, blue
sky fees and expenses and, the expense of any
special audits incident to or required by any
such Registration.
(g) "Registration Statement" shall mean Form S-1,
Form SB-1, Form S-2, Form SB-2 or Form S-3,
whichever is applicable, unless otherwise
specified herein.
(h) "Rule 144" shall mean Rule 144 promulgated by
the Commission pursuant to the Securities Act.
(i) "Securities Act" shall mean the Securities Act of
1933, as amended.
(j) "Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to
the sale of Registrable Securities pursuant to
this Agreement.
(k) "Selling Stockholder" shall mean a holder of
Registrable Securities who requests Registration
under Section 2.3 hereof or whose shares of
Common Stock become Registered pursuant to
Section 2.2 hereof.
(l) "Warrant Shares" shall mean the shares of
capital stock of the Company underlying the
Warrants.
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Purchase Agreement.
2.2 Required Registration
(a) Within 30 days following the Final Closing Date
of the Offering, the Company shall file with the
Commission a Registration Statement for the
purpose of Registering, upon the effectiveness of
such Registration Statement, the Shares and the
Warrant Shares.
(b) The Company shall use its best efforts to
maintain with the Commission a Registration
Statement that is effective and causes the Shares
and the Warrant Shares to be Registered under the
Securities Act until the date on which the Shares
and the Warrant Shares are eligible for resale or
other disposition under Rule 144 without regard
to the volume limitations thereof.
2.3 Piggyback Registration
(a) Until the time set forth in Section 2.3(g)
hereof, each time that the Company proposes to
Register a public offering of its Common Stock,
other than (i) pursuant to a Registration
Statement on Form S-4 or Form S-8 or similar or
successor forms or (ii) on a Registration
Statement filed in connection with an exchange
offer or other offer of Common Stock solely to
the then-existing stockholders of the Company,
the Company shall promptly give written notice of
such proposed Registration to all holders of
Shares and Warrant Shares, which shall offer such
holders the right to request inclusion of any
Registrable Securities in the proposed
Registration.
(b) Each holder of Shares or Warrant Shares shall
have ten (10) days or such longer period as shall
be set forth in the notice from the receipt of
such notice to deliver to the Company a written
request specifying the number of shares of
Registrable Securities such holder intends to
sell and the holder's intended plan of
disposition.
(c) The Company shall have the exclusive right to
select all underwriters for any underwritten
public offering of securities of the Company,
including all Shares and Warrant Shares. In the
event that the proposed Registration by the
Company is, in whole or in part, an underwritten
public offering of securities of the Company, any
request under Section 2.3(b) shall contain the
holder's agreement that the Registrable
Securities will be included in the underwriting
on the same terms and conditions as the shares of
Common Stock, if any, otherwise being sold
through underwriters under such Registration.
(d) Upon receipt of a written request pursuant to
Section 2.3(b), the Company shall promptly use
its best efforts to cause all such Registrable
Securities to be Registered, to the extent
required to permit sale or disposition as set
forth in the written request.
(e) Notwithstanding the foregoing, if the managing
underwriter of an underwritten public offering
determines and advises in writing that the
inclusion of all Registrable Securities proposed
to be included in the underwritten public
offering, together with any shares proposed to
be sold by the Company for its own account and
any other issued and outstanding shares of
Common Stock proposed to be included therein by
holders other than the holders of Registrable
Securities (such other holders' shares
hereinafter collectively referred to as the
"Other Shares"), would interfere with the
successful marketing of the securities proposed
to be included in the underwritten public
offering, including the price at which such
securities can be sold, then the number of such
shares of persons other than the Company that
otherwise would be included in such underwritten
public offering shall be excluded from such
underwritten public offering in a number deemed
necessary by such managing underwriter, first by
excluding, to the extent necessary, other shares
held by persons who have not exercised
contractual rights to include such Shares in the
offering pursuant to the Prior Registration
Rights Agreements (as hereinafter defined), and
then, to the extent necessary, by excluding
Registrable Securities participating in such
underwritten public offering, pro rata, based on
the number of shares of Registrable Securities
each holder proposes to include; and, then,
excluding to the extent necessary, other Shares
proposed to be included by the holders of other
Shares who have exercised registration rights
granted to them under registration rights
agreements of the Company in effect on the date
hereof or any other registration rights in
effect on the date hereof (collectively, the
"Prior Registration Rights Agreements").
(f) All Shares and Warrant Shares that are not
included in an underwritten public offering
pursuant to Section 2.3 shall be withheld from
the market by the holders thereof for a period,
not to exceed 12 months following a public
offering, that the managing underwriter
reasonably determines is necessary in order to
effect the underwritten public offering. The
holders of such Shares and the Warrant Shares
shall execute such documentation as the managing
underwriter reasonably requests to evidence this
lock-up.
(g) The registration rights provided by this
Agreement shall expire with respect to any
Registrable Security upon the earliest to occur
of (i) the effectiveness of a Registration
Statement that includes in the Registration
effected thereby, at the request of a Selling
Stockholder, such Registrable Security; (ii) the
date on which such Registrable Security is
eligible for resale under Rule 144 without regard
to the volume limitations thereof; and (iii) five
years from the date hereof.
2.4 Preparation and Filing. If and whenever the Company is
under an obligation pursuant to the provisions of this
Section 2 to use its best efforts to effect the
Registration of any Registrable Securities, the Company
shall, as expeditiously as practicable:
(a) prepare and file with the Commission a
Registration Statement with respect to such
Registrable Securities, using such form of
available Registration Statement as is reasonably
selected by the Company (unless otherwise
specified herein), and use its best efforts to
cause such Registration Statement to become and
remain effective, keeping each Selling
Stockholder advised as to the initiation,
progress and completion of the Registration;
(b) prepare and file with the Commission such
amendments and supplements to such Registration
Statements and the prospectus used in connection
therewith as may be necessary to keep such
Registration Statement effective for, in the case
of a Required Registration under Section 2.2, the
period set forth in Section 2.2(b) and, in the
case of a Piggyback Registration under Section
2.3, six months, and to comply with the
provisions of the Securities Act with respect to
the sale or other disposition of all Registrable
Securities covered by such Registration
Statement;
(c) furnish to each Selling Stockholder such number
of copies of any summary prospectus or other
prospectus, including a preliminary prospectus
and all amendments and supplements thereto, in
conformity with the requirements of the
Securities Act, and such other documents as such
Selling Stockholder may reasonably request in
order to facilitate the public sale or other
disposition of such Registrable Securities;
provided, however, that no such prospectus need
be furnished more than, in the case of a
Required Registration under Section 2.2, six
months after the conclusion of the period set
forth in Section 2.2(b) and, in the case of a
Piggyback Registration under Section 2.3, six
months after the effective date of the
Registration Statement related thereto;
(d) use its best efforts to register or qualify the
Registrable Securities covered by such
Registration Statement under the securities or
blue sky laws of such jurisdictions as each
Selling Stockholder shall reasonably request and
do any and all other acts or things which may be
reasonably necessary or advisable to enable such
holder to consummate the public sale or other
disposition in such jurisdictions of such
Registrable Securities; provided, however, that
the Company shall not be required to consent to
general service of process, qualify to do
business as a foreign corporation where it would
not be otherwise required to qualify or submit
to liability for state or local taxes where it
is not liable for such taxes or provide any
undertaking or make any change in its
Certificate of Incorporation; and
(e) at any time when a prospectus covered by such
Registration Statement is required to be
delivered under the Securities Act within the
appropriate period mentioned in Section 2.2(b)
or Section 2.3(b) hereof, as the case may be,
notify each Selling Stockholder of the happening
of any event as a result of which the prospectus
included in such Registration Statement, as then
in effect, includes an untrue statement of a
material fact or omits to state a material fact
required to be stated therein or necessary to
make the statements therein not misleading in
the light of the circumstances then existing
and, at the request of such seller, prepare,
file and furnish to such seller a reasonable
number of copies of a supplement to or an
amendment of such prospectus as may be necessary
so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall
not include an untrue statement of a material
fact or omit to state a material fact required
to be stated therein or necessary to make the
statement therein not misleading in the light of
the circumstances then existing. The Company may
delay amending or supplementing the prospectus
for a period of up to 90 days if the Company is
then engaged in negotiations regarding a
material transaction that has not been publicly
disclosed, and the Selling Stockholders shall
suspend their sale of Shares until an
appropriate supplement or prospectus has been
forwarded to them or the proposed transaction is
abandoned.
Notwithstanding the foregoing, with respect to the proposed
Registration of Registrable Securities pursuant to Section 2.3
hereof, the Company may withdraw or cease proceeding with any
proposed Registration of Registrable Securities if it has withdrawn
or ceased proceeding with the proposed Registration of Common Stock
of the Company with which the Registration of such Registrable
Securities was to be included.
2.5 Expenses. The Company shall pay all Registration Expenses
incurred by the Company in complying with this Section 2.
2.6 Information Furnished by Purchaser. It shall be a condition
precedent to the Company's obligations under this Agreement
as to any Selling Stockholder that each Selling Stockholder
furnish to the Company in writing such information
regarding such Selling Stockholder and the distribution
proposed by such Selling Stockholder as the Company may
reasonably request.
2.7 Indemnification.
2.7.1 Company's Indemnification of Purchasers. The Company
shall indemnify each Selling Stockholder, each of its
officers, directors and constituent partners, and each
person controlling (within the meaning of the Securities
Act) such Selling Stockholder, against all claims,
losses, damages or liabilities (or actions in respect
thereof) suffered or incurred by any of them, to the
extent such claims, losses, damages or liabilities arise
out of or are based upon any untrue statement (or
alleged untrue statement) of a material fact contained
in any prospectus or any related Registration Statement
incident to any such Registration, or any omission (or
alleged omission) to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, or any violation by
the Company of any rule or regulation promulgated under
the Securities Act applicable to the Company and
relating to actions or inaction required of the Company
in connection with any such Registration; and the
Company will reimburse each such Selling Stockholder,
each of its officers, directors and constituent partners
and each person who controls any such Selling
Stockholder, for any reasonable, documented legal and
other expenses incurred in connection with investigating
or defending any such claim, loss, damage, liability or
action; provided, however, that the indemnity contained
in this Section 2.7.1 shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or
action if settlement is effected without the consent of
the Company (which consent shall not unreasonably be
withheld); and provided, further, that the Company will
not be liable in any such case to the extent that any
such claim, loss, damage, liability or expense arises
out of or is based upon any untrue (or alleged untrue)
statement or omission based upon written information
furnished to the Company by such Selling Stockholder,
underwriter, controlling person or other indemnified
person and stated to be for use in connection with the
offering of securities of the Company.
2.7.2 Selling Stockholder's Indemnification of Company. Each
Selling Stockholder shall indemnify the Company, each of
its directors and officers, each underwriter, if any, of
the Company's securities covered by a Registration
Statement, each person who controls the Company or such
underwriter within the meaning of the Securities Act,
and each other Selling Stockholder, each of its
officers, directors and constituent partners and each
person controlling such other Selling Stockholder,
against all claims, losses, damages and liabilities (or
actions in respect thereof) suffered or incurred by any
of them and arising out of or based upon any untrue
statement (or alleged untrue statement) of a material
fact contained in such Registration Statement or related
prospectus, or any omission (or alleged omission) to
state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or any violation by such Selling Stockholder
of any rule or regulation promulgated under the
Securities Act applicable to such Selling Stockholder
and relating to actions or inaction required of such
Selling Stockholder in connection with the Registration
of the Registrable Securities pursuant to such
Registration Statement; and will reimburse the Company,
such other Selling Stockholders, such directors,
officers, partners, persons, underwriters and
controlling persons for any reasonable, documented legal
and other expenses incurred in connection with
investigating or defending any such claim, loss, damage,
liability or action; provided, however, that such
indemnification and reimbursement shall be to the
extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or
alleged omission) is made in such Registration Statement
or prospectus in reliance upon and in conformity with
written information furnished to the Company by such
Selling Stockholder and stated to be for use in
connection with the offering of Registrable Securities.
2.7.3 Indemnification Procedure. Promptly after receipt by an
indemnified party under this Section 2.7 of notice of
the commencement of any action which may give rise to a
claim for indemnification hereunder, such indemnified
party will, if a claim in respect thereof is to be made
against an indemnifying party under this Section 2.7,
notify the indemnifying party in writing of the
commencement thereof and generally summarize such
action. The indemnifying party shall have the right to
participate in and to assume the defense of such claim,
and shall be entitled to select counsel for the defense
of such claim with the approval of any parties entitled
to indemnification, which approval shall not be
unreasonably withheld. Notwithstanding the foregoing,
the parties entitled to indemnification shall have the
right to employ separate counsel (reasonably
satisfactory to the indemnifying party) to participate
in the defense thereof, but the fees and expenses of
such separate counsel shall be at the expense of such
indemnified parties unless the named parties to such
action or proceedings include both the indemnifying
party and the indemnified parties and the indemnifying
party or such indemnified parties shall have been
advised by counsel that there are one or more legal
defenses available to the indemnified parties which are
different from or additional to those available to the
indemnifying party (in which case, if the indemnified
parties notify the indemnifying party in writing that
they elect to employ separate counsel at the reasonable
expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of
such action or proceeding on behalf of the indemnified
parties, it being understood, however, that the
indemnifying party shall not, in connection with any
such action or proceeding or separate or substantially
similar or related action or proceeding in the same
jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable,
documented fees and expenses of more than one separate
counsel at any time for all indemnified parties, which
counsel shall be designated in writing by the Purchasers
of a majority of the Registrable Securities).
2.7.4 Contribution. If the indemnification provided for in
this Section 2.7 from an indemnifying party is
unavailable to an indemnified party hereunder in respect
to any losses, claims, damages, liabilities or expenses
referred to herein, then the indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute
to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and
indemnified party in connection with the statements or
omissions which result in such losses, claims, damages,
liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be
determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a
material fact relates to information supplied by such
indemnifying party or indemnified party and the parties'
relative intent, knowledge, access to information
supplied by such indemnifying party or indemnified party
and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include
any documented legal or other fees or expenses
reasonably incurred by such party in connection with
investigating or defending any action, suit, proceeding
or claim, or in collecting such indemnity or
reimbursement from the indemnifying party.
3. Covenants of the Company.
The Company agrees to:
(a) Notify the holders of Registrable Securities included in a
Registration Statement (i) of the issuance by the
Commission of any stop order suspending the effectiveness
of such Registration Statement and (ii) upon learning of
the initiation of any proceedings for the purpose of
suspending such effectiveness, the existence of such
proceedings. The Company will make every reasonable effort
to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the
earliest possible time.
(b) If the Common Stock is then listed on a national securities
exchange, use its best efforts to cause the Registrable
Securities to be listed on such exchange. If the Common
Stock is not then listed on a national securities exchange,
use its best efforts to facilitate the reporting of the
Registrable Securities on Nasdaq.
(c) Take all other reasonable actions necessary to expedite and
facilitate disposition of the Registrable Securities by the
holders thereof pursuant to the Registration Statement.
(d) With a view to making available to the holders of
Registrable Securities the benefits of Rule 144 promulgated
under the Securities Act and any other rule or regulation
of the Commission that may at any time permit the
Purchasers to sell securities of the Company to the public
without registration, the Company agrees to:
(i) make and keep adequate current public information
with respect to the Company available, as those
terms are understood and defined in Rule 144, at
all times after 90 days after the effective date
of the first Registration Statement filed by the
Company for the offering of its securities to the
general public;
(ii) file with the Commission in a timely manner all
reports and other documents required of the
Company under the Securities Act and the
Securities Exchange Act of 1934 (the "1934 Act");
and
(iii) furnish to each holder of Shares, so long as such
holder of Shares owns any Shares, forthwith upon
written request (a) a written statement by the
Company as to whether it has complied with the
reporting requirements of Rule 144, the
Securities Act and the 1934 Act, (b) a copy of
the most recent annual or quarterly report of the
Company and such other reports and documents so
filed by the Company and (c) such other
information as may be reasonably requested and as
is publicly available in availing the holders of
Shares of any rule or regulation of the
Commission which permits the selling of any such
securities without registration.
(e) Prior to the filing of a Registration Statement or any
amendment thereto (whether pre-effective or
post-effective), and prior to the filing of any prospectus
or prospectus supplement related thereto, the Company will
provide each Selling Stockholder with copies of all pages
thereto, if any, which reference such Selling Stockholder.
(f) If the Registration Statement relates to an underwritten
offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form,
including, without limitation, customary indemnification
and contribution obligations, with the underwriter's
representative.
(g) Make generally available to its security holders as soon as
practicable, but not later than forty five (45) days after
the close of the period covered thereby, the Company's
financial statements as filed with the Commission.
(h) At the request of the Investors who hold a majority in
interest of the Registrable Securities being sold,
furnish to the underwriters, if any, on the date that
Registrable Securities are delivered to the underwriters
for sale in connection with a registration pursuant to
this Agreement (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of
such registration, in form and substance as is
customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, and (ii)
a letter, dated such date, from the independent
certified public accountants of the Company, in form and
substance as is customarily given by independent
certified public accountants to underwriters in an
underwritten public offering, addressed to the
underwriters.
(i) Make available for inspection by any underwriters
participating in the offering and the counsel, accountants
or other agents retained by such underwriter, all pertinent
financial and other records, corporate documents and
properties of the Company, and cause the Company's
officers, directors and employees to supply all information
reasonably requested by such underwriters in connection
with the Registration Statement.
(j) Provide a transfer agent and registrar, which may be a
single entity, for the Registrable Securities not later
than the effective date of the Registration Statement.
(k) Take all actions reasonably necessary to facilitate the
timely preparation and delivery of certificates (not
bearing any restrictive legend) representing the
Registrable Securities sold pursuant to the Registration
Statement and to enable such certificates to be in such
denominations and registered in such names as the
Purchasers or any underwriters may reasonably request.
4. Miscellaneous.
(a) This Agreement shall be governed by and construed under the laws
of the State of New York.
(b) This Agreement may not be assigned by a Purchaser other
than to the purchaser or transferee of more than 5,000 of
the Purchaser's Shares, which purchaser or transferee shall
be a permitted assign hereunder and under the Purchase
Agreement. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, permitted assigns, heirs,
executors and administrators of the parties hereto.
(c) This Agreement and the other documents delivered pursuant
hereto constitute the full and entire understanding and
agreement among the parties with regard to the subjects
hereof and no party shall be liable or bound to any other
party in any manner by any representations, warranties,
covenants or agreements except as specifically set forth
herein or therein. Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than
the parties hereto and their respective successors and
permitted assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as
expressly provided herein.
(d) In the event that any provision of this Agreement shall be
invalid, illegal or unenforceable, it shall, to the extent
practicable, be modified so as to make it valid, legal and
enforceable and to retain as nearly as practicable the
intent of the parties, and the validity legality, and
enforceability of the remaining provisions shall not in any
way be affected or impaired thereby. To the extent
permitted by law, the parties waive the benefit of any
provision of law that renders any provision of the
Agreement invalid or unenforceable in any respect.
(e) Except as otherwise provided herein, any term of this
Agreement may be amended, and the observance of any term of
this Agreement may be waived (either generally or in a
particular instance, either retroactively or prospectively,
and either for a specified period of time or indefinitely),
with the written consent of the Company and the Purchaser.
(f) All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed
effectively given upon personal delivery, on the first
business day following mailing by overnight courier, or on
the fifth day following mailing by registered or certified
mail, return receipt requested, postage prepaid, addressed
to the Company at its address as set forth in the Purchase
Agreement and to the Purchaser at its address as shown on
the books of the Company.
(g) The titles of the paragraphs and subparagraphs of this
Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
(h) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original,
but all of which together shall constitute one instrument.
(i) No waiver by any party to this Agreement of any one or more
defaults by any other party or parties in the performance
of any of the provisions hereof shall operate or be
construed as a waiver of any future default or defaults,
whether of a like or different nature. Except as expressly
provided herein, no failure or delay on the part of any
party in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.
IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the day and year first
written above.
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Signature of Subscriber(s)
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Name of Subscriber(s)
[please print]
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Address of Subscriber(s)
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Social Security or Taxpayer
Identification Number of Subscriber(s)
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Number of Shares Subscribed for
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Number of Warrants Subscribed for
Date: _____________, 1999
PALATIN TECHNOLOGIES, INC.
By:_____________________________________
Edward J. Quilty
Chairman of the Board and
Chief Executive Officer
Date: _________________, 1999