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Void after 5:00 P.M. Common Stock Warrant
New York Time to Purchase 400,000 Shares
September 3, 2002 of Common Stock of Cistron
Biotechnology, Inc.
CISTRON BIOTECHNOLOGY, INC.
Common Stock Purchase Warrant
__________________
This Warrant and the shares of Common Stock
issuable upon exercise of this Warrant have not been
registered under the Securities Act of 1933, as amended
(the "Act"), and may not be sold or otherwise disposed
of except (a) to a person who, in the opinion of
counsel reasonably acceptable to the Company, is a
person to whom the securities may be legally
transferred without registration and without delivery
of a current prospectus under the Act or (b) to a
person upon delivery of a prospectus or offering
circular then meeting the requirements of the Act
relating to such securities and the offering thereof
for such sale or disposition.
__________________
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This certifies that, FOR VALUE RECEIVED, BLUESTONE CAPITAL
PARTNERS, L.P. or registered assigns (the "Holder"), is entitled to
purchase, subject to the provisions of this Warrant, from CISTRON
BIOTECHNOLOGY, INC., a Delaware corporation (the "Company"), 400,000 shares
of the Company's common stock, $.01 par value (the "Common Stock"), at a
price of $.25 per share, exercisable to the extent provided below, at any
time prior to 5:00 P.M., New York Time, on September 3, 2002, at which time
this Warrant shall expire and become void. The Holder has entered into a
consulting agreement (the "Consulting Agreement") with the Company dated
the date hereof for a term of six months, subject to renewal or earlier
termination as provided therein. The number of shares of Common Stock to
be received upon exercise of this Warrant and the price to be paid for each
share of Common Stock are subject to possible adjustment from time to time
as hereinafter set forth. The shares of Common Stock or other securities
or property deliverable upon such exercise as adjusted from time to time
are hereinafter sometimes referred to as the "Warrant Shares" and the
exercise price of a share of Common Stock in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price." Unless the context otherwise requires, the term
"Warrant" as used herein includes this Warrant and any other warrant or
warrants that may be issued pursuant to the provisions of this Warrant,
whether upon transfer, assignment, partial exercise, divisions,
combinations, exchange, or otherwise, and the term "Holder" includes any
transferee or transferees or assignee or assignees of the Holder named
above, all of whom shall be subject to the provisions of this Warrant, and,
when used with reference to Warrant Shares, means the holder or holders of
such Warrant Shares. Commencing on the date hereof, 200,000 Warrant Shares
shall be exercisable, commencing December 3, 1997, subject to the
Consulting Agreement then being in full force and effect, 100,000
additional Warrant Shares shall become first exercisable and commencing
March 3, 1998, subject to the Consulting Agreement then being in full force
and effect, 100,000 additional Warrant Shares shall become first
exercisable.
Section 1. Exercise of Warrant.
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1.1. Method of Exercise. This Warrant may be exercised
in whole or in part, but for not less than 25,000 Warrant Shares or the
balance then exercisable, at any time by the Holder prior to 5:00 P.M., New
York Time, on September 3, 2002 by presentation and surrender hereof to the
Company at its principal office with the Subscription Form annexed hereto,
duly executed and accompanied by payment, by certified or official bank
checks payable to the order of the Company, of the Exercise Price for the
total number of Warrant Shares purchased.
1.2. Delivery of Shares. Upon proper exercise of this
Warrant, the Company promptly shall deliver certificates for the Warrant
Shares to the Holder duly legended as authorized in the Subscription Form.
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1.3. Partial Exercise. If this Warrant is exercised in
part only, the Company shall, upon presentation of this Warrant upon such
exercise, execute and deliver (with the certificate for the Warrant Shares
purchased) a new Warrant evidencing the rights of the Holder hereof to
purchase the balance of the Warrant Shares purchasable hereunder upon the
same terms and conditions as herein set forth.
1.4. Fractional Shares. No fractional shares or scrip
representing fractional shares shall be issued upon exercise of this
Warrant but, in lieu thereof, the Company shall round up to the next full
share.
Section 2. Exercise Price and Adjustments.
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2.1. Initial Exercise Price and Capital Adjustments. The
Exercise Price at which the Warrant Shares shall be purchasable shall be
$.25 per share, subject to adjustment from time to time in the event of
stock dividends, stock subdivisions, stock splits, or stock combinations,
as follows: In the event the Company shall at any time after the date
hereof issue shares of its Common Stock as a stock dividend or shall
subdivide or split or combine the outstanding shares of its Common Stock,
the Exercise Price shall forthwith proportionately be decreased in the case
of a stock dividend, subdivision, or stock split or proportionately be
increased in the case of combination, to the nearest one cent to give
effect to such change. Concurrently, the number of Warrant Shares issuable
upon exercise of this Warrant shall be increased or decreased in proportion
to the increase or decrease in the number of shares of Common Stock
outstanding resulting from such change. Any such adjustment shall become
effective at the close of business on the date that the subdivision or
combination shall become effective, in the event of a subdivision or
combination, or at the close of business on the record date fixed for the
determination of stockholders entitled to receipt of the stock dividend, in
the event of a stock dividend.
2.2. Reorganizations, Mergers, and Sale of Assets. In the
event of any reorganization or reclassification of the outstanding shares
of Common Stock (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of a
subdivision or combination) or in the case of any consolidation of the
Company with, or merger of the Company into, another corporation after
which no securities of the Company will be publicly held, or in the case of
any sale, lease, or conveyance of all, or substantially all, of the
property, assets, business, and goodwill of the Company as an entity, the
Holder shall thereafter have the right upon exercise to purchase the kind
and amount of shares of stock and other securities and property receivable
upon such reorganization, reclassification, consolidation, merger, or sale
by a holder of the number of shares of Common Stock that the Holder would
have received had he exercised this Warrant immediately prior to such
reorganization, reclassification, consolidation, merger, or sale, at a
price equal to the aggregate Exercise Price then in effect pertaining to
this Warrant (the kind, amount, and price of such stock and other
securities to be subject to adjustment as herein provided).
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2.3. Liquidation and Dissolution. In the event the
Company shall, at any time prior to the expiration of this Warrant and
prior to the exercise thereof, dissolve, liquidate, or wind up its affairs,
the Holder shall be entitled, upon the exercise thereof, to receive, in
lieu of the shares that he would have been entitled to receive, the same
kind and amount of assets as would have been issued, distributed, or paid
to him upon any such dissolution, liquidation, or winding up with respect
to such shares had he been the holder of record of such shares on the
record date for the determination of those entitled to receive any such
liquidating distribution. After any such dissolution, liquidation, or
winding up that shall result in any cash distribution in excess of the
Exercise Price provided for by this Warrant, the Holder may, at his option,
exercise the same without making payment of the Exercise Price, and in such
case, the Company shall upon the distribution to the Holder consider that
the Exercise Price has been paid in full to it and, in making settlement to
the Holder, shall deduct from the amount payable to the Holder an amount
equal to such Exercise Price.
2.4. Amendments Not Required to Reflect Adjustments.
Irrespective of any adjustments in the Exercise Price or the number or kind
of shares purchasable upon exercise of this Warrant, this Warrant may
continue to express the same price and number and kind of shares as
originally issued and need not be amended to reflect each such adjustment.
Section 3. Exchange, Assignment, or Loss of Warrant.
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3.1. Exchange of Warrant. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company for other Warrants of different
denominations entitling the Holder thereof to purchase in the aggregate the
same number of Warrant Shares purchasable hereunder on the same terms and
conditions as herein set forth.
3.2. Assignment of Warrant. Subject to compliance with
Section 4 hereof, this Warrant may be assigned by presentation and
surrender to the Company at its principal office or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed accompanied by funds sufficient to pay any transfer tax. Upon
such presentation and surrender, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in the
Assignment Form and shall promptly cancel this Warrant.
3.3. Loss or Mutilation of Warrant. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction, or
mutilation of this Warrant, and (in the case of loss, theft, or
destruction) or reasonably satisfactory indemnification, and upon surrender
and cancellation of this Warrant, if mutilated, the Company will execute
and deliver a new Warrant of like tenor and date and any such lost, stolen,
or destroyed Warrant shall thereupon become void. Any such new Warrant
executed and delivered shall constitute an
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additional contractual obligation on the part of the Company, whether or not
this Warrant so lost, stolen, destroyed, or mutilated shall be at any time
enforceable by anyone.
Section 4. Compliance with Securities Act of 1933.
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4.1. Disposition of Warrant and/or Warrant Shares. This
Warrant and/or the Warrant Shares may not be sold or otherwise disposed of
except as follows:
(a) To a person who, in the opinion of counsel
reasonably satisfactory to the Company, is a person to whom this
Warrant or the Warrant Shares may legally be transferred without
registration and without the delivery of a current prospectus
under the Act with respect thereto and then only against receipt
of an agreement of such person to comply with the provisions of
this Section 4 with respect to any resale or other disposition of
such securities unless, in the opinion of counsel, such agreement
is not required; or
(b) To any person upon delivery of a prospectus
or offering circular then meeting the requirements of the Act
relating to such securities and the offering thereof for such
sale or disposition.
4.2. Legending of Certificates. Each certificate for
Warrant Shares or for any other security issued or issuable upon exercise
of this Warrant shall contain a legend on the face thereof, in form and
substance satisfactory to counsel to the Company, setting forth the
restrictions on transfer thereof contained in this Section 4.
Section 5. Registration Rights.
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5.1. Demand Registration Rights. At any time subsequent
to September 4, 1997 and prior to the Termination Date, upon the written
request of the Holders of a majority of the Warrant Shares issuable (or
issued) under this Warrant, the Company shall on one occasion promptly file
(notwithstanding that at the time of the request this Warrant shall not
theretofore have been exercised) and process to effectiveness under the
Securities Act of 1933, the requisite post-effectiveness amendments or new
registration statement necessary to permit the public offering of the
Warrant Shares requested to be registered in such written request and shall
keep the final prospectus current for a period of nine months to permit the
public offering to be effected during such period. All costs, expenses and
fees of such registration shall be paid by the Company.
5.2. "Piggyback" Registration Rights. In the event the
Company at any time subsequent to September 4, 1997 and prior to the
Termination Date contemplates the filing of a registration statement under
the Securities Act of 1933 on Form S-1, S-2 or S-3 for the public offering
of shares of its Common Stock for its own account, the Company shall give
written notice thereof to the Holder of this Warrant (and/or the Warrant
Shares issued upon
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exercise hereof) at least 30 days prior to the anticipated filing date and,
upon the written request of such Holder, will, subject to the consent of the
managing underwriter of such offering, include in such registration statement,
at the Company's expense, the number of Warrant Shares requested. Nothing in
this Section 5.2 shall be deemed to create any liability on the part of the
Company to the Holder if the Company, at its sole discretion, should decide
not to proceed with the processing of such registration statement after filing
and before the registration statement shall become effective. The Company
shall be under no obligation to the Holder to keep such registration statement
current after completion of the offering by the underwriters. Any Warrant
Shares not sold by the Holder pursuant to such registration statement shall
be de-registered.
5.3. Expenses. The expenses to be paid by the Company in
connection with the registration rights granted in Section 5.2 shall
include, without limitation, the fees and expenses of the Company's counsel
and accountants, the costs and expenses incident to the preparation,
printing, filing and processing to effectiveness of the registration
statement, the costs of furnishing the selling Holder of Warrant Shares
with a reasonable number of copies of the Final Prospectus, and the fees
and disbursements incurred in qualifying the Warrant Shares under
applicable blue sky or securities laws, but shall not include any
underwriting discounts or commissions, stock transfer taxes and fees and
expenses of counsel for the Holder of this Warrant and/or the Warrant
Shares issuable upon exercise hereof.
5.4. Information To Be Furnished By Holder. The Holder
shall furnish in writing to the Company all appropriate information
reasonably requested by the Company concerning such Holder in connection
with the preparation and processing of the requisite registration statement
or post-effective amendments relating to a public offering of the Warrant
Shares, including a shareholder's questionnaire, a warranty as to legal
capacity to sell and a statement as to knowledge of adverse facts relating
to the Company, and shall otherwise cooperate with the Company in
connection therewith.
5.5. Indemnification. The Company shall indemnify and
hold harmless each Holder of Warrant Shares included in any registration
statement or post-effective amendment relating to a public offering of
Warrant Shares and each underwriter, within the meaning of the Securities
Act of 1933, who may purchase Warrant Shares from, or sell Warrant Shares
on behalf of, any such Holder from and against any and all losses, claims,
damages and liabilities, joint or several, to which any such person may
become subject under the Securities Act of 1933, or otherwise, caused by,
arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in such registration statement or
post-effective amendment or any prospectus included therein, or caused by,
arising out of or based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and to reimburse each such Holder
and underwriter for any legal or other expenses reasonably incurred in
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connection with investigating or defending any such loss, claim, damage,
liability or action, except insofar as such losses, claims, damages or
liabilities arose out of or are based upon any such untrue statement or
alleged untrue statement or omission or alleged omission based upon
information furnished in writing to the Company by such Holder or
underwriter expressly for use in such registration statement or post-
effective amendment, which indemnification shall include such person, if
any, who controls any such Holder or underwriter within the meaning of the
Securities Act of 1933; provided, however, that the Company shall not be
obligated to so indemnify any such Holder or underwriter unless such Holder
or underwriter shall at the same time reciprocally indemnify the Company,
its directors, each officer signing the related registration statement or
post-effective amendment and each person, if any, who controls the Company
within the meaning of the Securities Act of 1933 from and against any and
all losses, claims, damages and liabilities, joint and several, to which
the Company or any such person may become subject under the Securities Act
of 1933, or otherwise, caused by, arising out of or based upon any true
statement or alleged untrue statement of a material fact contained in such
registration statement or post-effective amendment or any prospectus
included therein, or caused by, arising out of or based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and to
reimburse the Company and each such person for any legal or other expenses
reasonably incurred in connection with investigating or defending any such
loss, claim, damage, liability or action, but only to the extent that such
untrue statement or alleged untrue statement, omission or alleged omission
is caused by, arises out of or is based upon information furnished in
writing to the Company by such Holder or underwriter expressly for use in
such registration statement or post-effective amendment.
Section 6. Company Covenants.
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6.1. Reservation and Issuance of Warrant Shares. The
Company hereby undertakes until expiration of this Warrant to reserve for
issuance and/or delivery upon exercise of this Warrant, such number of
shares of its Common Stock as shall be required for issuance and/or
delivery upon exercise hereon in full and agrees that all Warrant Shares so
issued and/or delivered will be validly issued, fully paid, and non-
assessable and further agrees to pay all taxes and charges that may be
imposed upon such issuance and/or delivery.
6.2. Officer's Certificate. In the event the Exercise
Price shall be adjusted as required by Section 2 hereof, the Company shall
mail to the Holder an officer's certificate setting forth the adjustments
so required and including, in reasonable detail, the method of calculating
the adjustments and the transaction requiring the adjustment.
Section 7. Miscellaneous.
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7.1. Status of Holder. The Holder shall not be entitled
to vote or receive dividends and shall not otherwise be deemed a
shareholder of the Company.
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7.2. Notices. All notices required hereunder shall be
sent by first-class mail, postage prepaid, and shall be addressed, if to
the Holder, to the last known address furnished to the Company and if to
the Company, to: Cistron Biotechnology, Inc., 00 Xxxxxxxxxx Xxxxxx, Xxxx
Xxxxx, Xxx Xxxxxx 00000, Attn: Xxxxx Xxxxxx, President, unless another
address is designated in writing by the Holder of the Company.
7.3. Binding Effect. This Warrant shall be binding upon
the Company, its successors, and/or assigns and upon the Holder.
7.4. Governing Law. The validity, interpretation and
performance of this Warrant shall be governed by the laws of the State of
New York.
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IN WITNESS WHEREOF, this Warrant has been duly executed by
the Company under its corporate seal as of the 4th day of September 1997.
CISTRON BIOTECHNOLOGY, INC.
By:/s/XXXXX X. XXXXXX
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Name: XXXXX X. XXXXXX
Title: CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER
ATTEST:
/s/XXXX X. XXXXXX, ESQ.
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Name: XXXX X. XXXXXX
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FORM OF ASSIGNMENT
(To be signed only upon such assignment)
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
the right represented by the within Warrant to purchase, from
CISTRON BIOTECHNOLOGY, INC. (the "Company"), shares of the Common
Stock of the Company, to which the within Warrant relates, and
appoints
attorney to transfer said right, with full power of substitution
in the premises.
Dated:
______________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)
ATTEST:
_____________________________
Name:
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FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To: CISTRON BIOTECHNOLOGY, INC.
The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase rights represented by said
Warrant for, and to purchase thereunder, shares of Common Stock of the
Company, and herewith makes payment of $ therefor, consents
to the affixation of a legend on the certificate for such shares to the
effect that such shares have not been registered under the Securities Act
of 1933, as amended (the "Act"), and may be transferred only in compliance
with the Act, and requests that such certificate(s) be issued in the name
of and be delivered to
whose address is
and if such shares shall not be all of the shares purchased hereunder, that
a new Warrant of like tenor for the balance of shares purchasable hereunder
be delivered to the undersigned.
Dated: _________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)
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