RegeneRx Closes $9.55 Million Offering of Common Stock.

BETHESDA, Md. -- RegeneRx Biopharmaceuticals, Inc. (AMEX:RGN; www.regenerx.com) today closed its previously announced private placement. The company sold 5,305,557 shares of common stock at $1.80 per share for aggregate gross proceeds of $9.55 million. Participants in the financing included several new institutional investors as well as existing investors, and affiliates of Sigma-Tau Group, the company's largest stockholder. In addition, warrants to purchase 2,122,222 shares of common stock were issued to the investors. The warrants have an exercise price of $2.75 per share. Piper Jaffray & Co. acted as sole placement agent for the transaction.

"We are pleased that several of our existing institutional investors participated in this financing, including Sigma-Tau, as well as a number of new institutions. With this transaction, we believe our financial resources should be sufficient to complete our current Phase 2 program, with ample time for potential strategic discussions, and allow us to commence planning for Phase 3, including the initiation of long lead-time activities," commented J.J. Finkelstein, RegeneRx's president and chief executive officer.

The shares in the transaction have not been registered under the Securities Act, or any state securities law. Until the shares are registered, they may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. The Company has agreed to register the shares sold in the transaction, including the shares underlying the warrants, for resale on a registration statement to be filed within 45 days. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such common stock or rights.

The RegeneRx Technology Platform

Thymosin beta 4 (T[eth]4) is a synthetic version of a naturally occurring peptide present in virtually all human cells. It is a first-in-class drug candidate that promotes endothelial cell differentiation, angiogenesis in dermal tissues, keratinocyte migration, collagen deposition, and down-regulates inflammation. One of T[eth]4's key mechanisms of action is its ability to regulate the cell-building protein, actin, a vital component of cell structure and movement. Of the thousands of proteins in cells, actin represents up to 10% of the total protein and, thus, plays a major role in the physiology of the cell. RegeneRx has identified several molecular variations of T[eth]4 that may affect the aging of skin, among other properties, and could be important candidates as active ingredients in pharmaceutical and consumer products. Researchers at the National Institutes of Health, and at other academic institutions throughout the U.S., have published numerous scientific articles indicating that T[eth]4 is effective in accelerating dermal and corneal wound healing in several animal models, under a variety of conditions. In two articles published in the scientific journal, Nature, researchers found that T[eth]4 protects heart tissue following a myocardial infarction (heart attack) and can regenerate coronary vessels in laboratory animals. Abstracts of scientific papers related to T[eth]4's mechanisms of action may be viewed at RegeneRx's web page: www.regenerx.com.

About RegeneRx Biopharmaceuticals, Inc.

RegeneRx is focused on the discovery and development of novel molecules to accelerate tissue and organ repair. Currently, RegeneRx is developing T[eth]4, a 43 amino acid peptide, in part, under an exclusive world-wide license from the National Institutes of Health. Preliminary research suggests that T[eth]4 and derivatives may prove efficacious for multiple indications; therefore, RegeneRx is developing T[eth]4 as a therapeutic platform. RegeneRx holds nearly 60 world-wide patents and patent applications related to dermal, ocular, and internal wounds and tissue repair, cardiac and neurological injuries, and septic shock. RegeneRx is currently sponsoring three Phase 2 chronic dermal wound healing clinical trials and expects to file Investigational New Drug applications for ophthalmic and cardiac trials in the first quarter of 2007.

Safe Harbor Statement

The information in this press release may include certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements concern the Company's current expectations regarding future events, including the ongoing and prospective development of T[eth]4 and possible future benefits to the Company, its shareholders, and patients. Due to the nature of product development and the regulatory approval process, the forward-looking statements are subject to risks and uncertainties, including those reflected in the Company's filings with the Securities and Exchange Commission, particularly its most recent Annual Report on Form 10-KSB. The Company assumes no obligation to update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company.