EXHIBIT 10.31
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made as of this
___ day of _________, 2002, 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 $12,000,000 of (a) shares (the "Shares")
of the Company's Common Stock, $.01 par value per share (the "Common Stock") and
(b) warrants (the "Warrants") to purchase one (1) share of Common Stock of the
Company for every five (5) shares of Common Stock purchased under the Purchase
Agreement. 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) "Privateq Warrant Shares" shall mean the shares of
common stock issued underlying any warrants issued to
Privateq Advisors AG pursuant to section 5.6 of the
Purchase Agreement.
(e) 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.
(f) "Registrable Securities" shall mean the Shares and
Warrant Shares, as well as the Privateq Warrant
Shares, so long as such shares are ineligible for
sale under subparagraph (k) of Rule 144.
(g) "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.
(h) "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.
(i) "Rule 144" shall mean Rule 144 promulgated by the
Commission pursuant to the Securities Act.
(j) "Securities Act" shall mean the Securities Act of
1933, as amended.
(k) "Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to the
sale of Registrable Securities pursuant to this
Agreement.
(l) "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.
(m) "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 forty-five (45) days following the Final
Closing Date of the Offering, the Company shall use
its commercially reasonable efforts to prepare and
file with the Commission a Registration Statement for
the purpose of Registering, upon the effectiveness of
such Registration Statement, the Registrable
Securities.
(b) The Company shall use its commercially reasonable
efforts to maintain with the Commission a
Registration Statement that is effective and causes
the Registrable Securities to be Registered under the
Securities Act until the earlier of (i) the second
anniversary of the first date on which no Warrants
remain unexercised or unexpired or (ii) the date all
shares purchased by the Purchasers may be sold under
Rule 144 during any ninety (90) day period.
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 Registrable Securities, 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 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 Registrable
Securities. 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 or other
securities, 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
commercially reasonable 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 or other securities 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 commercially reasonable 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
commercially reasonable efforts to cause such
Registration Statement to become effective within
ninety (90) days of the filing date 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 (6) 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 (6) 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 commercially reasonable 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
Selling Stockholder, prepare, file and furnish to such
Selling Stockholder 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,
except for fees and expenses, if any, of a special counsel or
other advisors to the Purchasers, not to exceed $10,000.
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 individual or
entity who controls the Company within the meaning of
the Securities Act, 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 commercially reasonable
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 commercially reasonable 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, or such later date as may be required by the
provisions of the 1934 Act, the Company's financial
statements as filed with the Commission.
(h) At the request of the Purchasers 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 constitutes 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.
[PG NUMBER]
13
IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the day and year first written above.
By:
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Name of Purchaser(s):
Address:
---------------------------------------------------------
---------------------------------------------------------
Social Security or Taxpayer
Identification Number of Purchaser(s)
---------------------------------------------------------
Number of Shares Purchased
---------------------------------------------------------
Number of Warrants Purchased
Date: , 2002
-------------------------
PALATIN TECHNOLOGIES, INC.
By:
---------------------------------------------------------
Carl Spana, Ph.D.
Chief Executive Officer
Date: , 2002
-------------------------
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PALATIN TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
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Table of Contents
i Page
1. Securities Laws Representations and Covenants of Purchaser..............1
2. Registration Rights.....................................................1
2.1 Certain Definitions...............................................1
2.2 Required Registration.............................................2
2.3 Piggyback Registration............................................3
2.4 Preparation and Filing............................................4
2.5 Expenses..........................................................6
2.6 Information Furnished by Purchaser................................6
2.7 Indemnification....................................................6
2.7.1 Company's Indemnification of Purchasers.........................6
2.7.2 Selling Stockholder's Indemnification of Company................7
2.7.3 Indemnification Procedure.......................................8
2.7.4 Contribution....................................................8
3. Covenants of the Company.................................................9
4. Miscellaneous...........................................................11