Exhibit 10.19
NEITHER THIS WARRANT NOR ANY SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF
SUCH SHARES MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
REGISTRATION UNDER SUCH ACT AND STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.
PHARMAPRINT INC.
WARRANT TO PURCHASE
300,000 SHARES OF COMMON STOCK
PHARMAPRINT INC., a California corporation with its principal address at 0
Xxxx Xxxxx, Xxxxx 0000, Xxxxxx, XX 00000 (the "Company"), for good and valuable
consideration the receipt of which is acknowledged by the Company, hereby grants
to X.X. XXXXXXXX & CO., INC. and its permitted transferees ("Underwriter" or
"Holder") the right to purchase 300,000 shares of common stock, without par
value ("Common Stock") of the Company (as such shares may be adjusted from time
to time, the "Warrant Shares") at a purchase price as set forth below.
This Warrant is subject to the following terms and conditions:
1. EXERCISE OF WARRANT. This Warrant is exercisable at the option of the
Holder hereof, in whole or in part (but not as to fractional shares of Common
Stock underlying this Warrant) on one or more occasions commencing May 9, 1997
and extending until 5:00 P.M., New York time, August 20, 2001 (the "Exercise
Period") by the surrender of this Warrant, together with a properly completed
and duly executed Subscription Form in the form attached hereto as Exhibit A to
the Company during normal business hours and upon payment to the Company of the
Purchase Price in cash, certified bank check or by wire transfer of immediately
available funds. In the case of the purchase of less than all the Warrant
Shares, the Company shall cancel this Warrant upon the surrender hereof and
shall execute and deliver a new Warrant of like tenor for the balance of the
shares of Common Stock purchasable hereunder.
2. ISSUANCE OF CERTIFICATES. Upon the exercise of this Warrant, the
Company shall issue certificates for shares of Common Stock underlying this
Warrant within five (5) business days after the satisfaction of the conditions
set forth in Section 1 hereof without additional charge to the Holder hereof
including, without limitation, any tax which may be payable in respect of the
issuance thereof, and such certificates shall, subject to the provisions of
Article 3 hereof, be issued in the name of, or in such names as may be directed
by, the Holder. All shares issued upon exercise of Warrants in accordance with
the terms of this Warrant will, upon issuance, be duly and validly issued, fully
paid and non assessable and free from all taxes, liens and charges
with respect to the issuance thereof. The Warrant Shares so purchased shall be
deemed to be issued to the holders thereof or such holder's designee, as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered, the Subscription Form delivered and
payment for such shares shall have been made.
3. RESTRICTION ON TRANSFER OF WARRANT AND COMMON STOCK. The Holders of
this Warrant, by their acceptance hereof, covenant and agree that this Warrant
is being acquired as an investment and not with a view to the distribution
hereof, and that, for a period of twenty four months from and after the
effective date of that certain Registration Statement on Form SB-2 of the
Company (File No. 3333-4912-LA) (the "Registration Statement'), neither this
Warrant nor any shares of Common Stock issued upon exercise hereof, may be sold,
transferred, assigned, hypothecated or otherwise disposed of, in whole or in
part, except to a successor of the business of the Underwriter, persons who are
officers and/or stockholders of the Underwriter, if a corporation, or partners
of the Underwriter, if a partnership, or the executor, administrator or personal
representative of such officer or partner in the event of his death or
incapacity. Thereafter, the Holder may transfer, in whole or in part, this
Warrant. Upon notice of such transfer and surrender of the Warrant so
transferred, the Company shall execute and deliver a new Warrant or Warrants of
like tenor for the number of Warrant Shares so transferred. Notwithstanding
anything to the contrary contained herein, this Warrant and Warrant Shares may
only be sold, transferred, assigned, hypothecated or otherwise disposed of in
accordance with all applicable securities laws.
4. PRICE.
4.1 INITIAL WARRANT PURCHASE PRICE. The Holders shall pay the sum of
$0.001 per share of Common Stock issuable hereunder to purchase this Warrant,
which sum the Company acknowledges has been received.
4.2 COMMON STOCK PURCHASE PRICE. This Warrant initially is
exercisable at a purchase price equal to $5.50 per share of Common Stock (as
such may be adjusted from time to time, the "Purchase Price").
5. REGISTRATION RIGHTS.
5.1 DEMAND REGISTRATION. (a) If the Holders of at least fifty-one
percent (51%) of the Warrant Shares issuable or issued but not sold shall give
notice to the Company at any time during the Exercise Period to the effect that
such Holders desire the Company to register under the Securities Act of 1933, as
amended (the "Act"), any or all of the Warrant Shares, then the Company will
promptly give notice to the other Holders of the Warrants, advising such that
the Company is proceeding with such registration, and offering to include
therein the Warrant Shares issuable or issued but not sold to the other Holders.
The Company shall file a registration statement pursuant to the Act, within
sixty (60) days of the date of such initial notice, registering the Warrant
Shares of the initial requesting Holders and any additional Holders that provide
such request in writing to the Company within thirty (30) days of receipt of
notice from the Company, as may be required, to effect the public sale of the
Warrant Shares
2
under the Act as promptly as practicable thereafter. The Company will use its
best efforts to cause such registration to become effective as soon as
practicable thereafter and remain effective (including the taking of such steps
as are necessary to obtain the removal of any stop order) as set forth below.
Such Holders shall furnish the Company with appropriate information in
connection therewith as the Company may reasonably request in writing. The
Company is required to effect only one registration statement pursuant to this
Section 5.1. In the event the registration statement is not filed within sixty
(60) days of the initial request for registration and the expiration date of the
Warrant falls within such period, the expiration date of this Warrant shall be
extended by an amount of time equal to the delay in filing. In the event the
registration statement is not declared effective under the Act prior to the
expiration date of this Warrant, the Company shall extend the expiration date of
the Warrant to a date not less than ninety (90) days after the effective date of
such registration statement. All costs and expenses of such registration
statement shall be borne by the Company, as provided in Section 5.5 hereof.
Notwithstanding anything to the contrary contained in this Section 5.1, the
Company shall not be required (i) to make effective a registration statement
filed pursuant to this Section 5.1 within ninety (90) days of the effectiveness
of any registration statement registering any shares of Common Stock for the
account of the Company in a firm commitment underwritten public offering, if the
managing underwriter, in writing, informs the Holders that the declaration of
effectiveness of a registration statement registering Warrant Shares would have
a detrimental effect on the marketing of such underwritten public offering, or
(ii) file or effect a registration statement for the shorter of (x) thirty (30)
days from the date the Company notifies the Holders that the filing of such
registration statement would require the disclosure of material non-public
information, which writing shall include the written opinion of (A) the
Company's counsel opining that the disclosure of such information would be
required by law in such registration statement and (B) the Company's Chief
Executive Officer certifying that the disclosure of such information would be
detrimental to the Company, and (y) the period during which the Company is in
possession of material non-public information which would be required to be
disclosed in such registration statement.
(b) If within fifteen (15) days of the notification to the
Company by the Holders making a demand under this Section 5.1 that such Holders
intend to sell Warrant Shares to the public via a firm commitment underwriting,
the Company notifies the Holders making such demand that the Company wishes to
register securities of the same class for its own account on the registration
statement being filed pursuant to the demand, then the Company may include
securities for its own account in such registration statement; PROVIDED,
HOWEVER, that if the managing underwriting determines and advises in writing
that the inclusion of any or all such securities for the Company's account or
any account of a party other than a Holder in the registration statement covered
by the requests for registration made under this Section 5.1 would be
detrimental to the offering of the Warrant Shares being sold in such
registration, the requisite number of securities for the Company's account or
such other party's account shall be excluded from registration thereunder.
5.2 PIGGYBACK REGISTRATION. (a) If, at any time during the Exercise
Period, the Company proposes for any reason to register any of its equity
securities under the Act, other than registrations on Form S-4 or S-8 or their
equivalents relating to shares of Common Stock to be
3
issued solely in connection with an acquisition of a business entity or in
connection with an employee benefit plan, it shall each such time, promptly give
written notice to the Holders of such intentions and, upon the written request
of a Holder received within thirty (30) days of receipt of such notice, shall
use its best efforts to cause any and all Warrant Shares with respect to which
Holders have requested registration, to be registered under the Act, all to the
extent required to permit the sale or other disposition by Holders of the
Warrant Shares to be registered.
(b) In the event that any registration pursuant to this Section
5.2 shall be, in whole or in part, an underwritten offering of securities of the
Company, the Company shall arrange for the Warrant Shares requested to be
registered pursuant to this Section 5.2 to be included in the underwriting on
the same terms and conditions as the comparable securities, if any, otherwise
being sold through such underwriters under such registration; PROVIDED, HOWEVER,
that if the managing underwriter determines and advises in writing that the
inclusion of any or all Warrant Shares in the registration statement covered by
the requests for registration made under this Section 5.2 would be detrimental
to the offering of the securities being sold by the Company for its own account
in such registration, then the requisite number of Warrant Shares and securities
registered for the account of a party other than the Company shall be excluded
from registration hereunder on a pro rata basis among the holders of Warrant
Shares requesting such registration and the holders of any other securities
registered thereunder for the account of a party other than the Company based
upon the number of such securities each holder owns or has the right to acquire.
(c) Notwithstanding the provisions of this Section 5.2, the
Company shall have the right at any time after it shall have given written
notice pursuant to this Section 5.2 (irrespective of whether a written request
for inclusion of any such securities shall have been made) to elect not to file
any such proposed registration statement, or to withdraw the same after the
filing but prior to the effective date thereof.
5.3 COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION. (a) In
connection with any registration under Article 5 hereof, the Company covenants
and agrees that it shall:
(i) use its best efforts to have a registration statement, if
any, declared effective at the earliest practicable time, and shall furnish each
Holder such number of prospectuses and such other documents as each shall
reasonably request in order to facilitate the public sale or other disposition
of such Warrant Shares.
(ii) prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective until the earlier of (A) the date all Warrant
Shares registered thereunder are sold pursuant to such prospectus, (B) six (6)
months (and up to an additional three (3) months if requested by the Holders)
after the expiration of the Exercise Period and (C) that date upon which all
Warrant Shares registered thereunder may be sold by the Holders thereof pursuant
to Rule 144 promulgated under the Act ("Rule 144") without regard to the
provisions of paragraphs (c), (e),
4
(f) and (h) of Rule 144.
(iii) take all reasonably necessary action which may be required
in qualifying or registering the Warrant Shares included in a registration
statement for offering and sale under the securities or blue sky laws of such
states as are requested by the Holders provided that the Company shall not be
obligated to execute or file any general consent to service of process or to
qualify as a foreign corporation to do business under the laws of any such
jurisdiction.
(iv) notify each seller of the Warrant Shares covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Act within the appropriate period mentioned
in Section 5.3(a)(ii), 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 any such seller prepare 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 Warrant 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
statements therein not misleading in the light of the circumstances then
existing.
(b) The Company shall indemnify the Holders and each person, if
any, who controls such Holders within the meaning of Section 15 of the Act or
Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), against all loss, claim, damage, expense or liability (including all
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement to the same
extent and with the same effect as the provisions pursuant to which the Company
has agreed to indemnify the Underwriter contained in the Underwriting Agreement
(the "Underwriting Agreement") between the Company and the Underwriter relating
to the Registration Statement.
(c) The Holders and their successors and assigns, shall
severally and not jointly indemnify the Company, its officers and directors and
each person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
damage, expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished in writing by or on behalf of such Holders, or their
successors or assigns, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions pursuant to which the
Underwriter has agreed to indemnify the Company contained in the Underwriting
Agreement.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in Sections 5.3(b) and
(c) is applicable
5
but for any reason is held to be unavailable from the Company with respect to
all or any Holder, the Company and the Holder or Holders, as the case may be,
shall contribute to the aggregate losses, claims, damages and liabilities
(including any investigation, legal and other expenses incurred in connection
with, and any amount paid in settlement of, any action, suit or proceeding or
any claims asserted) to which the Company and one or more of the Holders may be
subject in such proportion as is appropriate to reflect the relative fault of
the Company on the one hand and the Holder or Holders on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities. Notwithstanding the foregoing, no Holder shall be required to
contribute any amount in excess of the net proceeds received by such Holder from
the Warrant Shares as the case may be, sold by such Holder pursuant to the
registration statement. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Each person, if any, who controls a Holder within the
meaning of the Act shall have the same rights to contribution as such Holder.
(e) The Holders demanding registration pursuant to Section 5.1
hereof or requesting piggyback registration pursuant to Section 5.2 hereof shall
not be required to exercise the purchase rights represented by this Warrant
prior to demanding registration hereunder. The obligations of the Company and
the holders of Warrant Shares under this Section 5.3 shall survive the
completion of any offering of Warrant Shares in a registration statement or
otherwise.
5.4 UNDERWRITING AGREEMENT. If Warrant Shares are sold pursuant to a
registration statement in an underwritten offering, the Company and any person
hereunder participating therein agree to enter into an underwriting agreement
containing customary representations and warranties with respect to the business
and operations of an issuer of, or, as the case may be, the seller of the
securities being registered and customary covenants and agreements to be
performed by such issuer or seller, including, without limiting the generality
of the foregoing, customary provisions with respect to indemnification by the
Company and sellers of the underwriters of such offering.
5.5 EXPENSES OF REGISTRATION. (a) The Company shall pay all costs,
fees and expenses in connection with all registration statements under Sections
5.1 and 5.2 hereof, including, without limitation, reasonable legal fees of the
Company and one counsel to the Holders, accounting fees, printing expenses and
blue sky fees and expense, except that the Company shall not pay for any (i)
underwriting discounts and commissions allocable to the Warrant Shares, (ii)
federal or state transfer taxes, and (iii) brokerage commissions.
(b) Commencing with the month in which notice of exercise of the
Warrant is received, the Company shall promptly pay or reimburse, as the case
may be, all expenses of registration and/or of the Holder in connection
therewith.
5.6 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. Any "piggyback"
registration rights granted by the Company to holders of its securities after
the date hereof, shall provide that if the managing underwriter for an
underwritten public offering determines in good
6
faith that the inclusion of any or all securities in an offering for the account
of any party other than the Company would be detrimental to the offering, the
requisite number of securities for the accounts of parties other than the
Company may be excluded from such registration on a pro rata basis among the
holders of all such other securities based upon the number of securities each
holder requests to have registered.
6. ADJUSTMENTS IN PRICE AND TERMS.
6.1 GENERAL. It is the intention of the parties that the Holders
shall not receive any benefits in the terms of the Warrant Shares which are not
generally available to the holders of the publicly issued securities of the
Company.
6.2 ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES.
Notwithstanding the generality of the foregoing, the number and kind of
securities purchasable upon the exercise of the Warrants and the Purchase Price
shall be subject to adjustment from time to time upon the happening of the
following events:
(a) RECLASSIFICATION, CONSOLIDATION OR MERGER. At any time
while Warrants are outstanding and unexpired, in case of any reclassification or
change of outstanding securities issuable upon exercise of the Warrants (other
than a change in par value, or from par value to no par value per share, or from
no par value per share to par value or as a result of subdivision or combination
of outstanding securities issuable upon the exercise of the Warrants), or in the
case of any sale or transfer to another corporation of all or substantially all
of the property of the Company, the Company, or such successor or purchasing
corporation, as the case may be, shall, without payment of any additional
consideration therefor, execute new Warrants providing that the holders of the
Warrants shall have the right to exercise such new Warrants (upon terms not less
favorable to the Holders than those then applicable to the Warrants) and to
receive upon such exercise, in lieu of each share of Common Stock theretofore
issuable upon exercise of the Warrants, the kind and amount of shares of stock,
other securities, money or property receivable upon such reclassification,
change, consolidation, merger, sale or transfer by the holder of one share of
Common Stock issuable upon exercise of the Warrants had the Warrants been
exercised immediately prior to such reclassification, change, consolidation,
merger, sale or transfer. Such new Warrants shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 6. The provisions of this Section 6.2(a) shall similarly
apply to successive reclassifications, changes, consolidations, mergers, sales
and transfers.
(b) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any
time while Warrants are outstanding and unexpired, shall subdivide or combine
its Common Stock, the Purchase Price shall be proportionately reduced, in case
of subdivision of such shares, as of the effective date of such subdivision, or,
if the Company shall take a record of holders of its Common Stock for the
purpose of so subdividing, as of such record date, whichever is earlier, or
shall be proportionately increased, in the case of combination, or, if the
Company shall take a record of holders of its Common Stock for the purpose of so
combining, as of such record date, whichever is earlier.
7
(c) STOCK DIVIDENDS. If the Company at any time while Warrants
are outstanding and unexpired shall pay a dividend in shares of, or make other
distribution of shares of, its Common Stock, then the Purchase Price shall be
adjusted, as of the date the Company shall take a record of the holders of its
Common Stock for the purpose of receiving such dividend or other distribution
(or if no such record is taken, as at the date of such payment or other
distribution), to that price determined by multiplying the Purchase Price in
effect immediately prior to such payment or other distribution by a fraction (a)
the numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution and (b) the
denominator of which is the total number of shares of Common Stock outstanding
immediately after such dividend or distribution. The provisions of this
subsection 6(c) shall not apply under any of the circumstances for which an
adjustment is provided in subsections 6(a) or 6(b).
(d) ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment in a
Purchase Price pursuant to any provisions of this Section 6, the number of
shares of Common Stock purchasable hereunder at that adjusted Purchase Price
shall be adjusted, to the nearest one hundredth of a whole share, to the product
obtained by multiplying such number of shares purchasable immediately prior to
such adjustment in the Purchase Price by a fraction, the numerator of which
shall be the Purchase Price immediately prior to such adjustment and the
denominator of which shall be the Purchase Price immediately thereafter.
(e) NOTICE OF ADJUSTMENTS. Whenever either the Purchase Price
or the number of shares of Common Stock purchasable under the terms of the
Warrants at that Purchase Price shall be adjusted pursuant to Section 6 hereof,
the Company shall promptly make a certificate signed by its President or a Vice
President and by its Treasurer or Assistant Treasurer or its Secretary or
Assistant Secretary, setting froth in reasonable detail the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Company's
Board of Directors made any determination hereunder), and the Purchase Price
after giving effect to such adjustment, and shall promptly cause copies of such
certificate to be mailed (by first class and postage prepaid) to the registered
holders of the Warrants.
In the event the Company shall, at a time when the Warrants are
exercisable, take any action which pursuant to paragraphs (a) through (d) of
Section 6 may result in an adjustment of the Purchase Price or the number of
shares of Common Stock purchasable at that Purchase Price upon exercise of the
Warrants or (i) the Company shall offer to all the holders of its Common Stock
any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option,
right or warrant to subscribe therefor; or (ii) a voluntary or involuntary
dissolution, liquidation or winding of the Company shall occur; then, in any one
or more of such events set forth above, the Company shall, in order to afford to
such holders of the Warrants an opportunity to exercise the Warrants and to
purchase shares of Common Stock of the Company prior to such action becoming
effective, give written notice of such event to the Holder or Holders of this
Warrant at the same time and in the same form as such notice is given to the
shareholders of the Company.
8
Such notice shall specify the date on which the holders of Common Stock shall be
entitled to receive such rights, dividends, distribution or subscription rights
or to exchange their Common Stock for stock or other securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up, as the case may be. Such
notice shall be given at least fifteen (15) days prior to the record date or on
which the Company's books are closed in respect thereof. Failure to give such
notice or any defect therein shall not affect the validity of any action taken
in connection with the declaration or payment of any such dividend, or the
issuance of any convertible or exchangeable securities, or subscription rights,
options or warrants, or any proposed dissolution, liquidation, winding-up or
sale.
(f) In the event the Company, in accordance with this Section 6,
makes an adjustment in the Purchase Price of a Warrant and the number of shares
of Common Stock purchasable thereunder as of the record date of an action to be
taken and such action is either not taken or is not taken in accordance with the
facts used to make such adjustment, the Company shall readjust the Purchase
Price and such number of shares of Common Stock in order that they reflect the
action actually taken by the Company. All calculations of adjustment in
Purchase Price under this Section 6 shall be to the nearest cent.
7. EXCHANGE AND REPLACEMENT OF WARRANT. This Warrant is exchangeable or
dividable without payment by a Holder, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant of like tenor and date representing in the aggregate the right to
purchase the same number of shares of Common Stock as then are purchasable
hereunder at the Purchase Price then in effect, in such denominations as shall
be designated by the Holder hereof at the time of such surrender. Upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor, in lieu of this Warrant.
8. ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
on the exercise of this Warrant, nor shall it be required to issue scrip or pay
cash in lieu of fractional interests.
9. RESERVATION AND LISTING OF SECURITIES. The Company shall at all times
reserve and keep available out of its authorized shares of Common Stock, solely
for the purpose of issuance upon the exercise of this Warrant, such number of
shares of Common Stock as shall be issuable upon the exercise hereof and
thereof. The Company shall use its best efforts to cause all shares of Common
Stock issuable upon the exercise of this Warrant to be listed (subject to
official notice of issuance) on all securities exchanges or automated quotation
systems on which the Common Stock, issued to the public in connection herewith,
may then be listed and/or quoted and shall maintain such listing so long as any
other shares of Common Stock shall be so listed and/or quoted.
9
10. NO RIGHTS AS SHAREHOLDERS. Nothing contained in this Warrant shall
be construed as conferring upon the Holder hereof the right to vote or to
consent or to receive notice as a shareholder in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company.
11. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested
(i) if to the registered Holder of this Warrant, to the address of such Holder
as shown on the books of the Company, or (ii) if to the Company, to the address
set forth on the first page of this Warrant or to such other address as the
Company may designate by notice to the Holders.
12. SUCCESSORS. All the covenants, agreements, representations and
warranties contained in this Warrant shall bind the parties hereto and their
respective heirs, executors, administrators, distributees, successors and
assigns.
13. HEADINGS. The Section headings in this Warrant are inserted for
purposes of convenience only and shall have no substantive effect.
14. LAW GOVERNING. This Warrant shall be construed and enforced in
accordance with, and governed by, the laws of the State of California.
WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURE OF ITS DULY AUTHORIZED
PRESIDENT.
PHARMAPRINT INC.
[SEAL]
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
Dated: May 15, 1997
10
EXHIBIT A
SUBSCRIPTION FORM
(To be Executed by the Registered Holder
in order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the right to purchase
____ shares of Common Stock covered by this Warrant at a price of $5.50 per
share of Common Stock (or such other Purchase Price (as defined in the Warrant)
which is then in effect), according to the conditions hereof and herewith makes
payment of the Purchase Price of such shares of Common Stock in full.
---------------------------------
Signature
---------------------------------
---------------------------------
Address
Dated:
--------------------------
-----------------------------
Social Security Number or
Taxpayer's Identification Number
11
